Indenture



 Exhibit 4.2 

  
 CAPITAL ONE PRIME AUTO RECEIVABLES TRUST 2004-3 
  
 Class A-1 2.51685% Auto Loan Asset Backed Notes 
 Class A-2 3.04% Auto Loan Asset Backed Notes 
 Class A-3 3.39% Auto Loan Asset Backed Notes 
 Class A-4 3.69% Auto Loan Asset Backed Notes 
 Class B 3.86% Auto Loan Asset Backed Notes 
  

  
 INDENTURE 
  
 Dated as of December 9, 2004 
  

  
 JPMORGAN CHASE BANK, N.A., as the Indenture Trustee 
  

  


					
	 	  	 	  	2004-3 Indenture









 CROSS REFERENCE TABLE1 
  

					
	 TIA
 Section

	  	 	  	 Indenture
 Section


	 310
	  	 (a) (1)
	  	6.11
	 	  	 (a) (2)
	  	6.11
	 	  	 (a) (3)
	  	6.10; 6.11
	 	  	 (a) (4)
	  	N.A2
	 	  	 (a) (5)
	  	6.11
	 	  	 (b)
	  	6.8; 6.11
	 	  	 (c)
	  	N.A.
	 311
	  	 (a)
	  	6.12
	 	  	 (b)
	  	6.12
	 	  	 (c)
	  	N.A.
	 312
	  	 (a)
	  	7.1
	 	  	 (b)
	  	7.2
	 	  	 (c)
	  	7.2
	 313
	  	 (a)
	  	7.3
	 	  	 (b) (1)
	  	7.3
	 	  	 (b) (2)
	  	7.3
	 	  	 (c)
	  	7.3
	 	  	 (d)
	  	7.3
	 314
	  	 (a)
	  	3.9
	 	  	 (b)
	  	11.15, 3.6
	 	  	 (c) (1)
	  	11.15
	 	  	 (c) (2)
	  	11.1
	 	  	 (c) (3)
	  	11.1
	 	  	 (d)
	  	11.1
	 	  	 (e)
	  	11.1
	 	  	 (f)
	  	N.A.
	 315
	  	 (a)
	  	6.1(b)
	 	  	 (b)
	  	6.5(b)
	 	  	 (c)
	  	6.1(a)
	 	  	 (d)
	  	6.1(c)
	 	  	 (e)
	  	5.13
	 316
	  	 (a) (1) (A)
	  	5.11
	 	  	 (a) (1) (B)
	  	5.12
	 	  	 (a) (2)
	  	N.A.
	 	  	 (b)
	  	5.7
	 	  	 (c)
	  	5.6(b)
	 317
	  	 (a) (1)
	  	5.3(b)
	 	  	 (a) (2)
	  	5.3(d)
	 	  	 (b)
	  	3.3
	 318
	  	 (a)
	  	11.7



	1	Note: This Cross Reference Table shall not, for any purpose, be deemed to be part of this
Indenture. 

  

	2	N.A. means Not Applicable. 

  


					
	 	  	 	  	2004-3 Indenture









 TABLE OF CONTENTS 
  

							
	 	 	 	  	 	  	Page


	 ARTICLE I
	 	 DEFINITIONS AND INCORPORATION BY REFERENCE
	  	2
				
	 SECTION 1.1
	 	 	  	 Definitions
	  	2
	 SECTION 1.2
	 	 	  	 Incorporation by Reference of Trust Indenture Act
	  	2
	 SECTION 1.3
	 	 	  	 Other Interpretive Provisions
	  	2
			
	 ARTICLE II
	 	 THE NOTES
	  	3
				
	 SECTION 2.1
	 	 	  	 Form
	  	3
	 SECTION 2.2
	 	 	  	 Execution, Authentication and Delivery
	  	3
	 SECTION 2.3
	 	 	  	 Temporary Notes
	  	4
	 SECTION 2.4
	 	 	  	 Registration of Transfer and Exchange
	  	4
	 SECTION 2.5
	 	 	  	 Mutilated, Destroyed, Lost or Stolen Notes
	  	5
	 SECTION 2.6
	 	 	  	 Persons Deemed Owners
	  	6
	 SECTION 2.7
	 	 	  	 Payment of Principal and Interest; Defaulted Interest
	  	6
	 SECTION 2.8
	 	 	  	 Cancellation
	  	7
	 SECTION 2.9
	 	 	  	 Release of Collateral
	  	7
	 SECTION 2.10
	 	 	  	 Book-Entry Notes
	  	8
	 SECTION 2.11
	 	 	  	 Notices to Clearing Agency
	  	8
	 SECTION 2.12
	 	 	  	 Definitive Notes
	  	9
	 SECTION 2.13
	 	 	  	 Authenticating Agents
	  	9
	 SECTION 2.14
	 	 	  	 Tax Treatment
	  	10
			
	 ARTICLE III
	 	 COVENANTS
	  	10
				
	 SECTION 3.1
	 	 	  	 Payment of Principal and Interest
	  	10
	 SECTION 3.2
	 	 	  	 Maintenance of Office or Agency
	  	10
	 SECTION 3.3
	 	 	  	 Money for Payments To Be Held in Trust
	  	10
	 SECTION 3.4
	 	 	  	 Existence
	  	12
	 SECTION 3.5
	 	 	  	 Protection of Collateral
	  	12
	 SECTION 3.6
	 	 	  	 Opinions as to Collateral
	  	13
	 SECTION 3.7
	 	 	  	 Performance of Obligations; Servicing of Receivables
	  	13
	 SECTION 3.8
	 	 	  	 Negative Covenants
	  	14
	 SECTION 3.9
	 	 	  	 Annual Compliance Statement
	  	14
	 SECTION 3.10
	 	 	  	 [Reserved]
	  	15
	 SECTION 3.11
	 	 	  	 Restrictions on Certain Other Activities
	  	15
	 SECTION 3.12
	 	 	  	 Restricted Payments
	  	16
	 SECTION 3.13
	 	 	  	 Notice of Events of Default
	  	16
	 SECTION 3.14
	 	 	  	 Further Instruments and Acts
	  	16
	 SECTION 3.15
	 	 	  	 Compliance with Laws
	  	16
	 SECTION 3.16
	 	 	  	 Removal of Administrator
	  	16
	 SECTION 3.17
	 	 	  	 Perfection Representations, Warranties and Covenants
	  	16

  

 -i- 








 TABLE OF CONTENTS 
 (continued) 
  

							
	 	 	 	  	 	  	Page


	 ARTICLE IV
	 	 SATISFACTION AND DISCHARGE
	  	16
				
	 SECTION 4.1
	 	 	  	 Satisfaction and Discharge of Indenture
	  	16
	 SECTION 4.2
	 	 	  	 Application of Trust Money
	  	17
	 SECTION 4.3
	 	 	  	 Repayment of Monies Held by Paying Agent
	  	17
			
	 ARTICLE V
	 	 REMEDIES
	  	18
				
	 SECTION 5.1
	 	 	  	 Events of Default
	  	18
	 SECTION 5.2
	 	 	  	 Acceleration of Maturity; Waiver of Event of Default
	  	19
	 SECTION 5.3
	 	 	  	 Collection of Indebtedness and Suits for Enforcement by the Indenture Trustee
	  	20
	 SECTION 5.4
	 	 	  	 Remedies; Priorities
	  	22
	 SECTION 5.5
	 	 	  	 Optional Preservation of the Collateral
	  	24
	 SECTION 5.6
	 	 	  	 Limitation of Suits
	  	24
	 SECTION 5.7
	 	 	  	 Unconditional Rights of Noteholders To Receive Principal and Interest
	  	25
	 SECTION 5.8
	 	 	  	 Restoration of Rights and Remedies
	  	25
	 SECTION 5.9
	 	 	  	 Rights and Remedies Cumulative
	  	26
	 SECTION 5.10
	 	 	  	 Delay or Omission Not a Waiver
	  	26
	 SECTION 5.11
	 	 	  	 Control by Noteholders
	  	26
	 SECTION 5.12
	 	 	  	 Waiver of Past Defaults
	  	27
	 SECTION 5.13
	 	 	  	 Undertaking for Costs
	  	27
	 SECTION 5.14
	 	 	  	 Waiver of Stay or Extension Laws
	  	27
	 SECTION 5.15
	 	 	  	 Action on Notes
	  	27
	 SECTION 5.16
	 	 	  	 Performance and Enforcement of Certain Obligations
	  	28
	 SECTION 5.17
	 	 	  	 Sale of Collateral
	  	28
			
	 ARTICLE VI
	 	 THE INDENTURE TRUSTEE
	  	29
				
	 SECTION 6.1
	 	 	  	 Duties of the Indenture Trustee
	  	29
	 SECTION 6.2
	 	 	  	 Rights of the Indenture Trustee
	  	30
	 SECTION 6.3
	 	 	  	 Individual Rights of the Indenture Trustee
	  	31
	 SECTION 6.4
	 	 	  	 The Indenture Trustee’s Disclaimer
	  	31
	 SECTION 6.5
	 	 	  	 Notice of Defaults
	  	31
	 SECTION 6.6
	 	 	  	 Reports by the Indenture Trustee to Noteholders
	  	31
	 SECTION 6.7
	 	 	  	 Compensation and Indemnity
	  	31
	 SECTION 6.8
	 	 	  	 Removal, Resignation and Replacement of the Indenture Trustee
	  	33
	 SECTION 6.9
	 	 	  	 Successor Indenture Trustee by Merger
	  	34
	 SECTION 6.10
	 	 	  	 Appointment of Co-Indenture Trustee or Separate Indenture Trustee
	  	34
	 SECTION 6.11
	 	 	  	 Eligibility; Disqualification
	  	35
	 SECTION 6.12
	 	 	  	 Preferential Collection of Claims Against the Issuer
	  	35

  

 -ii- 








 TABLE OF CONTENTS 
 (continued) 
  

							
	 	 	 	  	 	  	Page


	 ARTICLE VII
	 	 NOTEHOLDERS’ LISTS AND REPORTS
	  	36
				
	 SECTION 7.1
	 	 	  	 The Issuer to Furnish the Indenture Trustee Names and Addresses of Noteholders
	  	36
	 SECTION 7.2
	 	 	  	 Preservation of Information; Communications to Noteholders
	  	36
	 SECTION 7.3
	 	 	  	 Reports by the Indenture Trustee
	  	36
				
	 ARTICLE VIII
	 	 	  	 ACCOUNTS, DISBURSEMENTS AND RELEASES
	  	37
				
	 SECTION 8.1
	 	 	  	 Collection of Money
	  	37
	 SECTION 8.2
	 	 	  	 Trust Accounts
	  	37
	 SECTION 8.3
	 	 	  	 General Provisions Regarding Accounts
	  	38
	 SECTION 8.4
	 	 	  	 Release of Collateral
	  	39
	 SECTION 8.5
	 	 	  	 Opinion of Counsel
	  	39
			
	 ARTICLE IX
	 	 SUPPLEMENTAL INDENTURES
	  	40
				
	 SECTION 9.1
	 	 	  	 Supplemental Indentures Without Consent of Noteholders
	  	40
	 SECTION 9.2
	 	 	  	 Supplemental Indentures with Consent of Noteholders
	  	41
	 SECTION 9.3
	 	 	  	 Execution of Supplemental Indentures
	  	42
	 SECTION 9.4
	 	 	  	 Effect of Supplemental Indenture
	  	43
	 SECTION 9.5
	 	 	  	 Conformity With Trust Indenture Act
	  	43
	 SECTION 9.6
	 	 	  	 Reference in Notes to Supplemental Indentures
	  	43
			
	 ARTICLE X
	 	 REDEMPTION OF NOTES
	  	43
				
	 SECTION 10.1
	 	 	  	 Redemption
	  	43
	 SECTION 10.2
	 	 	  	 Form of Redemption Notice
	  	44
	 SECTION 10.3
	 	 	  	 Notes Payable on Redemption Date
	  	44
			
	 ARTICLE XI
	 	 MISCELLANEOUS
	  	44
				
	 SECTION 11.1
	 	 	  	 Compliance Certificates and Opinions, etc
	  	44
	 SECTION 11.2
	 	 	  	 Form of Documents Delivered to the Indenture Trustee
	  	46
	 SECTION 11.3
	 	 	  	 Acts of Noteholders
	  	47
	 SECTION 11.4
	 	 	  	 Notices
	  	47
	 SECTION 11.5
	 	 	  	 Notices to Noteholders; Waiver
	  	47
	 SECTION 11.6
	 	 	  	 Alternate Payment and Notice Provisions
	  	48
	 SECTION 11.7
	 	 	  	 Conflict with Trust Indenture Act
	  	48
	 SECTION 11.8
	 	 	  	 Information Requests
	  	48
	 SECTION 11.9
	 	 	  	 Effect of Headings and Table of Contents
	  	48
	 SECTION 11.10
	 	 	  	 Successors and Assigns
	  	49
	 SECTION 11.11
	 	 	  	 Separability
	  	49
	 SECTION 11.12
	 	 	  	 Benefits of Indenture
	  	49
	 SECTION 11.13
	 	 	  	 Legal Holidays
	  	49
	 SECTION 11.14
	 	 	  	 GOVERNING LAW
	  	49
	 SECTION 11.15
	 	 	  	 Counterparts
	  	49
	 SECTION 11.16
	 	 	  	 Recording of Indenture
	  	49

  

 -iii- 








 TABLE OF CONTENTS 
 (continued) 
  

							
	 	 	 	  	 	  	Page


	 SECTION 11.17
	 	 	  	 Trust Obligation
	  	49
	 SECTION 11.18
	 	 	  	 No Petition
	  	50
	 SECTION 11.19
	 	 	  	 Intent
	  	50
	 SECTION 11.20
	 	 	  	 Submission to Jurisdiction; Waiver of Jury Trial
	  	50
	 SECTION 11.21
	 	 	  	 Subordination of Claims
	  	51
	 SECTION 11.22
	 	 	  	 Limitation of Liability of Owner Trustee
	  	52
			
	 SCHEDULE I
	 	 Perfection Representations, Warranties and Covenants
	  	 
			
	 EXHIBIT A
	 	 Form of Notes
	  	 

  

 -iv- 








  
 This INDENTURE, dated
as of December 9, 2004 (as amended, modified or supplemented from time to time, this “Indenture”), is between CAPITAL ONE PRIME AUTO RECEIVABLES TRUST 2004-3, a Delaware statutory trust (the “Issuer”), and
JPMORGAN CHASE BANK, N.A., a national banking association, solely as trustee and not in its individual capacity (the “Indenture Trustee”). 
  
 Each party agrees as follows for the benefit of the other party and the equal and ratable benefit of the Holders of the
Issuer’s Class A-1 2.51685% Auto Loan Asset Backed Notes (the “Class A-1 Notes”), Class A-2 3.04% Auto Loan Asset Backed Notes (the “Class A-2 Notes”), Class A-3 3.39% Auto Loan Asset Backed Notes (the
“Class A-3 Notes”), the Class A-4 3.69% Auto Loan Asset Backed Notes (the “Class A-4 Notes”; together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Class A Notes”), and
then for the equal and ratable benefit of the Holders of the Issuer’s Class B 3.86% Auto Loan Asset Backed Notes (the “Class B Notes”; and together with the Class A Notes, the “Notes”). 
  
 GRANTING CLAUSE 
  
 The Issuer, to secure the payment of principal of and interest on, and any
other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction except as set forth herein, to secure the obligations of the Issuer to the Noteholders and to secure compliance with the provisions of this
Indenture, hereby Grants in trust to the Indenture Trustee on the Closing Date and on each Funding Date, as trustee for the benefit of the Noteholders, all of the Issuer’s right, title and interest, whether now owned or hereafter acquired, in
and to (i) the Trust Estate and (ii) all present and future claims, demands, causes and choses in action in respect of any or all of the Trust Estate and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any
or all of the Trust Estate, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit
accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, securities, financial assets and other property which at any time constitute all or part of or
are included in the proceeds of any of the Trust Estate (collectively, the “Collateral”). 
  
 The Indenture Trustee, on behalf of the Noteholders, acknowledges the foregoing Grant, accepts the trusts under this Indenture and agrees to perform its
duties required in this Indenture in accordance with the provisions of this Indenture. 
  
 The foregoing Grant is made in trust to secure (i) the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction
except as set forth herein and (ii) to secure compliance with the provisions of this Indenture, all as provided in this Indenture. 
  
 Without limiting the foregoing Grant, any Receivable purchased by the Seller or the Servicer pursuant to Section 2.3 or Section 3.6,
respectively, of the Sale and Servicing Agreement shall be deemed to be automatically released from the lien of this Indenture without any action being taken by the Indenture Trustee upon payment by the Seller or the Servicer, as applicable, of the
related Repurchase Price for such Repurchased Receivable. 
  


					
	 	  	 	  	2004-3 Indenture









 ARTICLE I 
  

DEFINITIONS AND INCORPORATION BY REFERENCE 
  
 SECTION 1.1 Definitions. Capitalized terms are used in this Indenture as defined in Appendix A to the Sale and Servicing Agreement dated as
of December 9, 2004 (as amended, modified or supplemented from time to time, the “Sale and Servicing Agreement”), among Capital One Auto Receivables LLC, as seller, the Issuer, Capital One Auto Finance, Inc., as servicer, and the
Indenture Trustee. 
  
 SECTION 1.2 Incorporation by Reference
of Trust Indenture Act. Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings:

  
 “Commission” means the Securities and
Exchange Commission. 
  
 “indenture securities”
means the Notes. 
  
 “indenture security holder”
means a Noteholder. 
  
 “indenture to be
qualified” means this Indenture. 
  
 “indenture
trustee” or “institutional trustee” means the Indenture Trustee. 
  
 “obligor” on the indenture securities means the Issuer and any other obligor on the indenture securities. 
  
 All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by Commission rule have the
meaning assigned to them by such definitions. 
  
 SECTION 1.3
Other Interpretive Provisions. All terms defined in this Indenture shall have the defined meanings when used in any certificate or other document delivered pursuant hereto unless otherwise defined therein. For purposes of this Indenture and all
such certificates and other documents, unless the context otherwise requires: (a) accounting terms not otherwise defined in this Indenture, and accounting terms partly defined in this Indenture to the extent not defined, shall have the respective
meanings given to them under GAAP (provided, that, to the extent that the definitions in this Indenture and GAAP conflict, the definitions in this Indenture shall control); (b) the words “hereof,” “herein” and
“hereunder” and words of similar import refer to this Indenture as a whole and not to any particular provision of this Indenture; (c) references to any Article, Section, Schedule or Exhibit are references to Articles, Sections, Schedules
and Exhibits in or to this Indenture and references to any paragraph, subsection, clause or other subdivision within any Section or definition refer to such paragraph, subsection, clause or other subdivision of such Section or definition; (d) the
term “including” and all variations thereof means “including without limitation”; (e) except as otherwise expressly provided herein, references to any law or regulation refer to that law or regulation as amended from time to time
and include any successor law or regulation; (f) references to any Person include that Person’s 

  


					
	 	  	2	  	2004-3 Indenture









 
successors and assigns; and (g) headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision
hereof. 
  
 ARTICLE II 
  
 THE NOTES 
  
 SECTION 2.1 Form. The Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes, in each
case together with the Indenture Trustee’s certificate of authentication, shall be in substantially the form set forth in Exhibit A hereto, respectively, with such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by the officers executing the Notes, as
evidenced by their execution of the Notes. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. 
  
 Each Note shall be dated the date of its authentication. The terms of the Notes set forth in Exhibit A hereto are
part of the terms of this Indenture. 
  
 SECTION 2.2 Execution,
Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. 
  
 Notes bearing the manual or facsimile signature of individuals who were at
any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date
of such Notes. 
  
 The Indenture Trustee shall, upon Issuer Order,
authenticate and deliver Class A-1 Notes for original issue in an Initial Note Balance of $150,000,000, Class A-2 Notes for original issue in an Initial Note Balance of $174,000,000, Class A-3 Notes for original issue in an Initial Note Balance of
$194,000,000, Class A-4 Notes for original issue in an Initial Note Balance of $114,125,000 and Class B Notes for original issue in an Initial Note Balance of $17,875,000. The Note Balance of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class
A-4 Notes and Class B Notes outstanding at any time may not exceed such amounts except as provided in Section 2.5. 
  
 Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in
integral multiples of $1,000 in excess thereof (except for one Note of each Class which may be issued in a denomination other than an integral multiple of $1,000). 
  
 No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there
appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive
evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. 
  


					
	 	  	3	  	2004-3 Indenture









 SECTION 2.3 Temporary Notes. Pending the preparation of Definitive Notes, the Issuer may execute,
and upon receipt of an Issuer Order, the Indenture Trustee shall authenticate and deliver, temporary Notes which are printed, lithographed, typewritten, mimeographed or otherwise produced, of the tenor of the Definitive Notes in lieu of which they
are issued and with such variations not inconsistent with the terms of this Indenture as the officers executing such Notes may determine, as evidenced by their execution of such Notes. 
  
 If temporary Notes are issued, the Issuer shall cause Definitive Notes to be prepared without unreasonable delay. After the
preparation of Definitive Notes, the temporary Notes shall be exchangeable for Definitive Notes upon surrender of the temporary Notes at the office or agency of the Issuer to be maintained as provided in Section 3.2, without charge to the
Holder. Upon surrender for cancellation of any one or more temporary Notes, the Issuer shall execute and the Indenture Trustee upon Issuer Order shall authenticate and deliver in exchange therefor a like principal amount of Definitive Notes of
authorized denominations. Until so exchanged, the temporary Notes shall in all respects be entitled to the same benefits under this Indenture as Definitive Notes. 
  
 SECTION 2.4 Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the “Note
Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall initially be “Note
Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the
duties of Note Registrar. 
  
 If a Person other than the Indenture
Trustee is appointed by the Issuer as Note Registrar, the Issuer shall give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the
Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to conclusively rely upon a certificate executed on behalf of Note Registrar by
a Responsible Officer thereof as to the names and addresses of the Noteholders and the principal amounts and number of such Notes. 
  
 Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.2, if the
requirements of Section 8-401 of the UCC are met, the Issuer shall execute and upon its written request the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or
transferees, one or more new Notes, in any authorized denominations, of the same Class and a like aggregate outstanding principal amount. 
  
 At the option of the related Noteholder, Notes may be exchanged for other Notes in any authorized denominations, of the same Class and a like aggregate
outstanding principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401 of the UCC are met the Issuer shall execute and, upon Issuer
Request, the Indenture Trustee shall authenticate and the related Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. 
  


					
	 	  	4	  	2004-3 Indenture









 All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of
the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. 
  
 Every Note presented or surrendered for registration of transfer or exchange shall be (i) duly endorsed by, or be
accompanied by a written instrument of transfer in form and substance satisfactory to the Issuer and the Indenture Trustee duly executed by the Noteholder thereof or its attorney-in-fact duly authorized in writing, with such signature guaranteed by
an “eligible grantor institution” meeting the requirements of the Note Registrar which requirements include membership or participation in a Securities Transfer Agents Medallion Program (“Stamp”) or such other
“signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, Stamp, all in accordance with the Exchange Act and (ii) accompanied by such other documents as the Indenture Trustee may
require. 
  
 By acquiring a Note, each purchaser or transferee
will be deemed to represent that either (i) it is not acquiring such Note with the assets of (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (b) a plan described in Section
4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets by reason of an employee benefit plan’s or other plan’s investment in the entity; or (ii) the acquisition and holding of such Note will not give rise to a
nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code. 
  
 No service charge shall be made to a Noteholder for any registration of transfer or exchange of Notes, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.3 or 9.6 not involving any transfer. 
  
 The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar
need not register transfers or exchanges of any Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to such Note. 
  
 SECTION 2.5 Mutilated, Destroyed, Lost or Stolen Notes. If (i) any mutilated Note is surrendered to the Indenture
Trustee, or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Indenture Trustee such security or indemnity as may be required by it to hold the Issuer and
the Indenture Trustee harmless, then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee that such Note has been acquired by a “protected purchaser” (as contemplated by Article 8 of the UCC), and
provided that the requirements of Section 8-405 of the UCC are met, the Issuer shall execute and upon its written request the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost
or stolen Note, a replacement Note; provided that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become or within seven days shall be due and payable, or shall have been called for redemption, instead of
issuing a replacement Note, the Issuer may upon delivery of the security or indemnity herein required pay such destroyed, lost or stolen Note when so due or payable or upon the Redemption Date without surrender thereof. If, after the delivery of
such 

  


					
	 	  	5	  	2004-3 Indenture









 
replacement Note or payment of a destroyed, lost or stolen Note pursuant to the proviso to the preceding sentence, a “protected purchaser” (as
contemplated by Article 8 of the UCC) of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee shall be entitled to recover such replacement Note (or such
payment) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Person, except a “protected purchaser” (as contemplated by
Article 8 of the UCC), and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee in connection therewith. 
  
 Upon the issuance of any replacement Note under this Section 2.5, the
Issuer or the Indenture Trustee may require the payment by the Noteholder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of
the Indenture Trustee or the Note Registrar) connected therewith. 
  
 Every replacement Note issued pursuant to this Section 2.5 in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated,
destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. 
  
 The provisions of this Section 2.5 are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes. 
  
 SECTION 2.6 Persons Deemed Owners. Prior to due presentment for registration of transfer of any Note, the Issuer, the Indenture Trustee and any
agent of the Issuer or the Indenture Trustee may treat the Person in whose name any Note is registered (as of the day of determination) as the owner of such Note for the purpose of receiving payments of principal of and interest, if any, on such
Note and for all other purposes whatsoever, whether or not such Note be overdue, and neither the Issuer, the Indenture Trustee nor any agent of the Issuer or the Indenture Trustee shall be affected by notice to the contrary. 
  
 SECTION 2.7 Payment of Principal and Interest; Defaulted Interest. (a)
The Notes shall accrue interest at its respective Interest Rate, and such interest shall be due and payable on each Payment Date as specified therein, subject to Sections 3.1 and 8.2. Any installment of interest or principal, if any,
due and payable on any Note which is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date, by check
mailed first-class, postage prepaid, to such Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes registered on the
Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for the final
installment of principal payable with respect to such Note on a Payment Date or on 

  


					
	 	  	6	  	2004-3 Indenture









 
the Final Scheduled Payment Date for such Class (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.1)
which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.3. 
  
 (b) The principal of each Note shall be payable in installments on each Payment Date as provided in Section 8.2. Notwithstanding the foregoing, the
entire unpaid Note Balance and all accrued interest thereon shall be due and payable, if not previously paid, on the earlier of (i) the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or the Holders
of a majority of the Note Balance of the Controlling Class, have declared the Notes to be immediately due and payable in the manner provided in Section 5.2 and (ii) with respect to any Class of Notes, on the Final Scheduled Payment Date for
that Class. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the
Record Date preceding the Payment Date on which Indenture Trustee expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be transmitted prior to such final Payment Date and shall specify that
such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes
shall be mailed to Noteholders as provided in Section 10.2. 
  
 (c) If the Issuer defaults in a payment of interest on any Class of Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful at the applicable Interest Rate for such Class of Notes),
which shall be due and payable on the Payment Date following such default. The Issuer shall pay such defaulted interest to the Persons who are Noteholders on the Record Date for such following Payment Date. 
  
 SECTION 2.8 Cancellation. All Notes surrendered for payment,
registration of transfer, exchange or redemption shall, if surrendered to any Person other than the Indenture Trustee, be delivered to the Indenture Trustee and shall be promptly cancelled by the Indenture Trustee. The Issuer may at any time deliver
to the Indenture Trustee for cancellation any Notes previously authenticated and delivered hereunder which the Issuer may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly cancelled by the Indenture Trustee. No
Notes shall be authenticated in lieu of or in exchange for any Notes cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Notes may be held or disposed of by the Indenture Trustee in accordance with
its standard retention or disposal policy as in effect at the time unless the Issuer shall direct by an Issuer Order that they be destroyed or returned to it; provided that such Issuer Order is timely and that such Notes have not been
previously disposed of by the Indenture Trustee. 
  
 SECTION
2.9 Release of Collateral. Subject to Section 11.1, the Indenture Trustee shall release property from the lien of this Indenture only upon receipt of an Issuer Request accompanied by an Officer’s Certificate, an Opinion of Counsel
and Independent Certificates in accordance with TIA §§ 314(c) and 314(d)(1) or an Opinion of Counsel in lieu of such Independent Certificates to the effect that the TIA does not require any such Independent Certificates. If the Commission
shall issue an exemptive order under TIA Section 304(d) 

  


					
	 	  	7	  	2004-3 Indenture









 
modifying the Issuer’s obligations under TIA Sections 314(c) and 314(d)(1), subject to Section 11.1 and the terms of the Transaction Documents,
the Indenture Trustee shall release property from the lien of this Indenture in accordance with the conditions and procedures set forth in such exemptive order. 
  

SECTION 2.10 Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry
Notes, to be delivered to the Indenture Trustee, as agent for DTC, the initial Clearing Agency, by, or on behalf of, the Issuer. One fully registered Note shall be issued with respect to each $500 million in principal amount of each Class of Notes
and any such lesser amount. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner shall receive a Definitive Note representing such Note
Owner’s interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to Note Owners pursuant to Section 2.12: 

 
 (a) the provisions of this Section shall be in full force and effect;

  
 (b) the Note Registrar and the Indenture Trustee shall be
entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole Noteholders, and shall have no
obligation to the Note Owners; 
  
 (c) to the extent that the
provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; 
  
 (d) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between
or among such Note Owners and the Clearing Agency and/or the Clearing Agency Participants or Persons acting through Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Notes are issued pursuant to
Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and 

 
 (e) whenever this Indenture requires or permits actions to be taken based
upon instructions or directions of Noteholders evidencing a specified percentage of the Note Balance, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note
Owners and/or Clearing Agency Participants or Persons acting through Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the
Indenture Trustee. 
  
 SECTION 2.11 Notices to Clearing
Agency. Whenever a notice or other communication to the Noteholders is required under this Indenture, unless and until Definitive Notes shall have been issued to Note Owners pursuant to Section 2.12, the Indenture Trustee shall give all
such notices and communications specified herein to be given to the Noteholders to the Clearing Agency, and shall have no obligation to the Note Owners. 
  


					
	 	  	8	  	2004-3 Indenture









 SECTION 2.12 Definitive Notes. If (a) the Administrator advises the Indenture Trustee in writing
that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Notes, and the Administrator or the Indenture Trustee is unable to locate a qualified successor, (b) the Administrator at its option
advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (c) after the occurrence of an Event of Default, Note Owners representing beneficial interests aggregating at least a majority
of the Note Balance, voting together as a single Class, advise the Indenture Trustee through the Clearing Agency or its successor in writing that the continuation of a book entry system through the Clearing Agency or its successor is no longer in
the best interests of the Note Owners, then the Clearing Agency shall notify all Note Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Note Owners requesting the same. Upon surrender
to the Indenture Trustee of the typewritten Note or Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes
in accordance with the instructions of the Clearing Agency. None of the Issuer, Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying
on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders. 
  
 The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel
engraved borders), all as determined by the officers executing such Notes, as evidenced by their execution of such Notes. 
  
 SECTION 2.13 Authenticating Agents. (a) Upon the request of the Issuer, the Indenture Trustee shall, and if the Indenture Trustee so chooses, the
Indenture Trustee may appoint one or more Persons (each, an “Authenticating Agent”) with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges
under Sections 2.2, 2.3, 2.4, 2.5 and 9.6, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those Sections to authenticate such Notes. For all purposes
of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section shall be deemed to be the authentication of Notes “by the Indenture Trustee.” The Indenture Trustee shall be the Authenticating Agent in the
absence of any appointment thereof. 
  
 (b) Any corporation into
which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation
succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or filing of any further act on the part of the parties hereto
or such Authenticating Agent or such successor corporation. 
  
 (c) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Issuer. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written
notice of termination to such Authenticating Agent and the Issuer. Upon receiving such notice of resignation or upon such 

  


					
	 	  	9	  	2004-3 Indenture









 
termination, the Indenture Trustee may appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Issuer.

  
 (d) The provisions of Section 6.4 shall be applicable
to any Authenticating Agent. 
  
 SECTION 2.14 Tax
Treatment. The Issuer has entered into this Indenture, and the Notes shall be issued, with the intention that, solely for federal, state and local income and franchise tax purposes, the Notes shall qualify as indebtedness secured by the
Collateral. The Issuer, by entering into this Indenture, and each Noteholder, by its acceptance of a Note (and each Note Owner by its acceptance of an interest in the applicable Book-Entry Note), agree to treat the Notes for federal, state and local
income and franchise tax purposes as indebtedness. 
  
 ARTICLE
III 
  
 COVENANTS 
  
 SECTION 3.1 Payment of Principal and Interest. The Issuer will duly
and punctually pay the principal of and interest on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing and subject to Section 8.2, on each Payment Date the Issuer shall cause to be paid all
amounts on deposit in the Collection Account which represent Collections received by the Servicer during the preceding Collection Period in accordance with the Sale and Servicing Agreement. Amounts properly withheld under the Internal Revenue Code
by any Person from a payment to any Noteholder of interest and/or principal shall be considered to have been paid by the Issuer to such Noteholder for all purposes of this Indenture. Interest accrued on the Notes shall be due and payable on each
Payment Date. The final interest payment on each Class of Notes is due on the earlier of (a) the Payment Date (including any Redemption Date) on which the principal amount of that Class of Notes is reduced to zero or (b) the applicable Final
Scheduled Payment Date for that Class of Notes. 
  
 SECTION 3.2
Maintenance of Office or Agency. The Issuer shall maintain in the Borough of Manhattan, The City of New York, an office or agency where Notes may be surrendered for registration of transfer or exchange, and where notices and demands to or upon
the Issuer in respect of the Notes and this Indenture may be served. The Issuer hereby initially appoints the Indenture Trustee to serve as its agent for the foregoing purposes. The Issuer shall give prompt written notice to the Indenture Trustee of
the location, and of any change in the location, of any such office or agency. If at any time the Issuer shall fail to maintain any such office or agency or shall fail to furnish the Indenture Trustee with the address thereof, such surrenders,
notices and demands may be made or served at the Corporate Trust Office, and the Issuer hereby appoints the Indenture Trustee as its agent to receive all such surrenders, notices and demands. 
  
 SECTION 3.3 Money for Payments To Be Held in Trust. As provided in
Section 8.2 and 5.4, all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Trust Accounts shall be made on behalf of the Issuer by the Indenture Trustee or by another
Paying Agent, and no amounts so withdrawn therefrom for payments on the Notes shall be paid over to the Issuer except as provided in this Section and Section 4.4 of the Sale and Servicing Agreement. 
  


					
	 	  	10	  	2004-3 Indenture









 On or prior to each Payment Date and Redemption Date, the Issuer shall deposit or cause to be deposited
into the Collection Account an aggregate sum sufficient to pay the amounts then becoming due under the Notes and other Persons entitled to payment on each Payment Date, and the Paying Agent shall hold such sum to be held in trust for the benefit of
the Persons entitled thereto pursuant to the Transaction Documents and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee in writing of its action or failure so to act. 
  
 The Issuer shall cause each Paying Agent other than the Indenture Trustee to
execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees to the extent relevant), subject to the provisions
of this Section, that such Paying Agent will: 
  
 (i) hold all sums held by it for the payment of amounts due with respect to the Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay
such sums to such Persons as provided in the Transaction Documents; 
  
 (ii) give the Indenture Trustee written notice of any default by the Issuer (or any other obligor upon the Notes) of which it has actual knowledge in the making of any payment required to be made with respect to the
Notes; 
  
 (iii) at any time during the
continuance of any such default, upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent; 
  
 (iv) immediately resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in
trust for the payment of Notes if at any time it ceases to meet the standards required to be met by a Paying Agent at the time of its appointment; and 
  
 (v) comply with all requirements of the Code with respect to the withholding from any payments made by it on any Notes of any applicable
withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith. 
  
 The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Issuer Order direct
any Paying Agent to pay to the Indenture Trustee all sums held in trust by such Paying Agent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which such sums were held by such Paying Agent; and upon such a payment by
any Paying Agent to the Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such money. 
  
 Subject to applicable laws with respect to the escheat of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of
any amount due with respect to any Note and remaining unclaimed for two years after such amount has become due and payable shall be discharged from such trust and distributed by the Indenture Trustee to the Issuer on Issuer Request and the Holder of
such Note shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof and all liability of the Indenture Trustee or such 

  


					
	 	  	11	  	2004-3 Indenture









 
Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Indenture Trustee or such Paying Agent, before being
required to make any such repayment, shall at the reasonable expense of the Issuer cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the City of New
York, notice that such money remains unclaimed and that, after a date specified therein, which date shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be paid to the Issuer. The
Indenture Trustee may also adopt and employ, at the written direction of and at the expense of the Issuer, any other reasonable means of notification of such repayment (including, but not limited to, mailing notice of such repayment to Holders whose
Notes have been called but have not been surrendered for redemption or whose right to or interest in monies due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Paying Agent, at the last address of
record for each such Noteholder). 
  
 SECTION 3.4
Existence. The Issuer will keep in full effect its existence, rights and franchises as a statutory trust under the laws of the State of Delaware. 
  
 SECTION 3.5 Protection of Collateral. The Issuer intends the security interest Granted pursuant to this Indenture in favor of the Indenture Trustee
on behalf of the Noteholders to be prior to all other Liens in respect of the Collateral, and the Issuer shall take all actions necessary to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders, a first Lien on
and a first priority, perfected security interest in the Collateral. The Issuer shall from time to time execute and deliver all such supplements and amendments hereto and all such financing statements, continuation statements, instruments of further
assurance and other instruments, all as prepared by the Administrator and delivered to the Issuer, and shall take such other action necessary or advisable to: 
  

(a) Grant more effectively all or any portion of the Collateral; 
  
 (b) maintain or preserve the lien and security interest (and the priority thereof) created by this Indenture or carry out
more effectively the purposes hereof; 
  
 (c) perfect, publish
notice of or protect the validity of any Grant made or to be made by this Indenture; 
  
 (d) enforce any of the Collateral; or 
  
 (e) preserve and defend title to the Collateral and the rights of the Indenture Trustee and the Noteholders in the Collateral against the claims of all Persons. 
  
 The Issuer hereby designates the Indenture Trustee as its agent and attorney-in-fact and hereby authorizes the Indenture
Trustee to file all financing statements, continuation statements or other instruments required to be executed (if any) pursuant to this Section. Notwithstanding any statement to the contrary contained herein or in any other Transaction Document,
the Issuer shall not be required to notify any insurer with respect to any Insurance Policy about any aspect of the transactions contemplated by the Transaction Documents. 
  


					
	 	  	12	  	2004-3 Indenture









 SECTION 3.6 Opinions as to Collateral. (a) On the Closing Date, the Issuer shall furnish to the
Indenture Trustee an Opinion of Counsel either stating (i) that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto, and any other requisite
documents, and with respect to the execution and filing of any financing statements and continuation statements, as are necessary to perfect and make effective the first priority lien and security interest of this Indenture and reciting the details
of such action, or (ii) that, in the opinion of such counsel, no such action is necessary to make such lien and security interest effective. 
  
 (b) Within 120 days after the beginning of each calendar year, beginning with April 30, 2005, the Issuer shall furnish to the Indenture Trustee an Opinion
of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and
with respect to the execution and filing of any financing statements and continuation statements as are necessary to maintain the lien and security interest created by this Indenture and reciting the details of such action or stating that in the
opinion of such counsel no such action is necessary to maintain such lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and
any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest of this Indenture until April 30 in
the following calendar year. 
  
 SECTION 3.7 Performance of
Obligations; Servicing of Receivables. (a) The Issuer shall not take any action and shall use its best efforts not to permit any action to be taken by others, including the Administrator, that would release any Person from any of such
Person’s covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any
such instrument or agreement, except as ordered by any bankruptcy or other court or as expressly provided in this Indenture, the Transaction Documents or such other instrument or agreement. 
  
 (b) The Issuer may contract with other Persons to assist it in performing its
duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted
with the Administrator, and the Administrator has agreed, to assist the Issuer in performing its duties under this Indenture. 
  
 (c) The Issuer shall, and shall cause the Administrator and the Servicer to, punctually perform and observe all of its respective obligations and
agreements contained in this Indenture, the other Transaction Documents and the instruments and agreements included in the Collateral, including but not limited to preparing (or causing to prepared) and filing (or causing to be filed) all UCC
financing statements and continuation statements required to be filed by the terms of this Indenture and the other Transaction Documents in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly
provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Document or 

  


					
	 	  	13	  	2004-3 Indenture









 
any provision thereof other than in accordance with the amendment provisions set forth in such Transaction Document. 
  
 SECTION 3.8 Negative Covenants. So long as any Notes are Outstanding,
the Issuer shall not: 
  
 (a) engage in any activities other than
financing, acquiring, owning, pledging and managing the Receivables and the other Collateral as contemplated by this Indenture and the other Transaction Documents; 
  
 (b) except as expressly permitted by this Indenture or in the other Transaction Documents, sell, transfer, exchange or
otherwise dispose of any of the properties or assets of the Issuer; 
  
 (c) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state law) or assert any claim against any
present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust Estate; 
  
 (d) dissolve or liquidate in whole or in part; 
  
 (e) (i) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated,
subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (ii) permit any Lien to be created on or extend
to or otherwise arise upon or burden the assets of the Issuer or any part thereof or any interest therein or the proceeds thereof and (iii) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any
Permitted Lien) security interest in the Collateral (it being understood that (A) either each Receivable constituting part of the Collateral is secured by a first priority validly perfected security interest in the Financed Vehicle in favor of the
applicable Originator, as secured party, or all necessary actions with respect to the Receivable have been taken or will be taken to perfect a first priority security interest in the Financed Vehicle in favor of the applicable Originator, as secured
party and (B) the Issuer shall not be required to notify any insurer with respect to any Insurance Policy obtained by an Obligor about any aspect of the transactions contemplated by the Transaction Documents); 
  
 (f) incur, assume or guarantee any indebtedness other than indebtedness
incurred in accordance with the Transaction Documents; or 
  
 (g)
merge or consolidate with, or transfer substantially all of its assets to, any other Person. 
  
 SECTION 3.9 Annual Compliance Statement. 
  
 (a) The Issuer shall deliver to the Indenture Trustee and each Rating Agency, within 120 days after the end of each calendar year (commencing with the year ending December 31, 

  


					
	 	  	14	  	2004-3 Indenture









 
2004), an Officer’s Certificate stating, as to the Responsible Officer signing such Officer’s Certificate, that: 
  
 (i) a review of the activities of the Issuer during such
year and of its performance under this Indenture has been made under such Authorized Officer’s supervision; and 
  
 (ii) to the best of such Authorized Officer’s knowledge, based on such review, the Issuer has complied with all conditions and
covenants under this Indenture throughout such year, or, if there has been a default in the compliance of any such condition or covenant, specifying each such default known to such Authorized Officer and the nature and status thereof. 
  
 (b) The Issuer shall: 
  
 (i) file with the Indenture Trustee, within 15 days after
the Issuer is required (if at all) to file the same with the Commission, copies of the annual reports and such other information, documents and reports (or copies of such portions of any of the foregoing as the Commission may from time to time by
rules and regulations prescribe) as the Issuer may be required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act or such other reports required pursuant to TIA Section 314(a)(1); 
  
 (ii) file with the Indenture Trustee and the Commission in
accordance with rules and regulations prescribed from time to time by the Commission such other information, documents and reports with respect to compliance by the Issuer with the conditions and covenants of this Indenture as may be required from
time to time by such rules and regulations; and 
  
 (iii) supply to the Indenture Trustee (and the Indenture Trustee shall transmit by mail to all Noteholders as required by TIA Section 313(c)) such summaries of any information, documents and reports required to be filed by the Issuer
pursuant to clauses (i) and (ii) of this Section 3.9(b) as may be required pursuant to rules and regulations prescribed from time to time by the Commission. 
  
 (c) Unless the Issuer otherwise determines, the fiscal year of the Issuer shall be the same as the fiscal year of the
Servicer. 
  
 SECTION 3.10 [Reserved]. 
  
 SECTION 3.11 Restrictions on Certain Other Activities. The Issuer
shall not: (i) engage in any activities other than financing, acquiring, owning, pledging and managing the Trust Estate and the other Collateral in the manner contemplated by the Transaction Documents; (ii) issue, incur, assume, guarantee or
otherwise become liable, directly or indirectly, for any indebtedness other than the Notes; (iii) make any loan, advance or credit to, guarantee (directly or indirectly or by an instrument having the effect of assuring another’s payment or
performance on any obligation or capability of so doing or otherwise), endorse or otherwise become contingently liable, directly or indirectly, in connection with the obligations, stocks or dividends of, own, 

  


					
	 	  	15	  	2004-3 Indenture









 
purchase, repurchase or acquire (or agree contingently to do so) any stock, obligations, assets or securities of, or any other interest in, or make any
capital contribution to, any other Person; or (iv) make any expenditure (by long-term or operating lease or otherwise) for capital assets (either realty or personalty). 
  
 SECTION 3.12 Restricted Payments. The Issuer shall not, directly or indirectly, (a) pay any dividend or make any
distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, to the Owner Trustee or any owner of a beneficial interest in the Issuer or otherwise with respect to any ownership or equity
interest or security in or of the Issuer or to the Servicer or the Administrator, (b) redeem, purchase, retire or otherwise acquire for value any such ownership or equity interest or security or (c) set aside or otherwise segregate any amounts for
any such purpose; provided that the Issuer may cause to be made, (i) distributions to the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee, the Noteholders and the Residual Interestholders as permitted by, and to the
extent funds are available for such purpose under this Indenture, the Sale and Servicing Agreement or the Trust Agreement and (ii) distributions to the Indenture Trustee pursuant to Section 2(a)(ii) of the Administration Agreement. Other than
as set forth in the preceding sentence, the Issuer will not, directly or indirectly, make distributions from the Trust Accounts. 
  
 SECTION 3.13 Notice of Events of Default. The Issuer shall promptly deliver to the Indenture Trustee and each Rating Agency written notice in the
form of an Officer’s Certificate of any event which with the giving of notice, the lapse of time or both would become an Event of Default, its status and what action the Issuer is taking or proposes to take with respect thereto. 
  
 SECTION 3.14 Further Instruments and Acts. Upon request of the
Indenture Trustee, the Issuer shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture. 
  
 SECTION 3.15 Compliance with Laws. The Issuer shall comply with the
requirements of all applicable laws, the non-compliance with which would, individually or in the aggregate, materially and adversely affect the ability of the Issuer to perform its obligations under the Notes, this Indenture or any other Transaction
Document. 
  
 SECTION 3.16 Removal of Administrator. For so
long as any Notes are Outstanding, the Issuer shall not remove the Administrator without cause unless the Rating Agency Condition shall have been satisfied in connection therewith. 
  
 SECTION 3.17 Perfection Representations, Warranties and Covenants. The perfection representations, warranties and
covenants attached hereto as Schedule I shall be deemed to be part of this Indenture for all purposes. 
  
 ARTICLE IV 
  
 SATISFACTION AND DISCHARGE 
  
 SECTION 4.1
Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (a) rights of registration of transfer and exchange, (b) substitution of mutilated, destroyed, lost or stolen
Notes, (c) rights of Noteholders 

  


					
	 	  	16	  	2004-3 Indenture









 
to receive payments of principal thereof and interest thereon, (d) Sections 3.3, 3.4, 3.5, 3.8, 3.10, 3.11,
3.12, (e) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 and the obligations of the Indenture Trustee under Section 4.2) and (f) the
rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when: 
  
 (a) either (i) all Notes theretofore authenticated and delivered (other than (1) Notes that have been destroyed, lost or stolen and that have been
replaced or paid as provided in Section 2.5 and (2) Notes for which payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as
provided in Section 3.3) have been delivered to the Indenture Trustee for cancellation or (ii) all Notes not theretofore delivered to the Indenture Trustee for cancellation (1) have become due and payable, (2) will become due and payable at
the Final Scheduled Payment Date within one year, or (3) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the
expense, of the Issuer, and the Issuer, in the case of clauses (1), (2) or (3), has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed
by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture
Trustee for cancellation when due to the Final Scheduled Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.1), as the case may be; 
  
 (b) the Issuer has paid or caused to be paid all other sums payable under the
Transaction Documents by the Issuer; 
  
 (c) the Issuer has
delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee a certificate from a firm of certified public accountants, each meeting the applicable requirements of
Section 11.1(a) and, subject to Section 11.2, and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with (and, in the case of an
Officer’s Certificate, stating that the Rating Agency Condition has been satisfied). 
  
 SECTION 4.2 Application of Trust Money. All monies deposited with the Indenture Trustee pursuant to Section 4.1 shall be held in trust and applied by it, in accordance with the provisions of the Notes,
this Indenture and Article IV of the Sale and Servicing Agreement. Such monies need not be segregated from other funds except to the extent required herein, in the Sale and Servicing Agreement or by law. 
  
 SECTION 4.3 Repayment of Monies Held by Paying Agent. In connection
with the satisfaction and discharge of this Indenture with respect to the Notes, all monies then held by any Paying Agent other than the Indenture Trustee under the provisions of this Indenture with respect to such Notes shall, upon demand of the
Issuer, be paid to the Indenture Trustee to be held and 

  


					
	 	  	17	  	2004-3 Indenture









 
applied according to Section 3.3 and thereupon such Paying Agent shall be released from all further liability with respect to such monies. 

 
 ARTICLE V 
  
 REMEDIES 
  
 SECTION 5.1 Events of Default. The occurrence and continuation of any one of the following events (whatever the
reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental
body) shall constitute a default under this Indenture (each, an “Event of Default”): 
  
 (a) default in the payment of any interest on any Note of the Controlling Class when the same becomes due and payable, and such default shall continue for
a period of five days or more; 
  
 (b) default in the payment of
principal of or any installment of the principal of any Note when the same becomes due and payable; 
  
 (c) any failure by the Issuer to duly observe or perform in any material respect any of its material covenants or agreements made in this Indenture (other
than a covenant or agreement, a default in the observance or performance of which is elsewhere in this Section specifically dealt with), which failure materially and adversely affects the interests of the Noteholders, and such failure shall continue
unremedied for a period of 90 days after there shall have been given, by registered or certified mail, to the Issuer by the Indenture Trustee by Noteholders evidencing at least 25% of the Note Balance, a written notice specifying such failure and
requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; 
  
 (d) any representation or warranty of the Issuer made in this Indenture proves to have been incorrect in any material respect when made, which failure
materially and adversely affects the rights of the Noteholders, and which failure continues unremedied for 60 days after there shall have been given, by registered or certified mail, to the Issuer by the Indenture Trustee or by Noteholders
evidencing at least 25% of the Note Balance, a written notice specifying such failure and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; 
  
 (e) the filing of a decree or order for relief by a court having jurisdiction
in the premises in respect of the Issuer or any substantial part of the Collateral in an involuntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the Collateral, or ordering the winding-up 

  


					
	 	  	18	  	2004-3 Indenture









 
or liquidation of the Issuer’s affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or 

 
 (f) the commencement by the Issuer of a voluntary case under any
applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by the Issuer to the entry of an order for relief in an involuntary case under any such law, or the consent by the Issuer to the
appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the Trust Estate, or the making by the Issuer of any general assignment for the
benefit of creditors, or the failure by the Issuer generally to pay its debts as such debts become due, or the taking of action by the Issuer in furtherance of any of the foregoing. 
  
 SECTION 5.2 Acceleration of Maturity; Waiver of Event of Default. Except as set forth in the following sentence, if
an Event of Default should occur and be continuing, then and in every such case the Indenture Trustee or the Noteholders representing not less than a majority of the Note Balance of the Controlling Class may declare all the Notes to be immediately
due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), and upon any such declaration the unpaid Note Balance of such Notes, together with accrued and unpaid interest thereon through the date of
acceleration, shall become immediately due and payable. If an Event of Default specified in Section 5.1(e) or (f) occurs, all unpaid principal, together with all accrued and unpaid interest thereon, of all Notes, and all other amounts
payable hereunder, shall automatically become due and payable without any declaration or other act on the part of the Indenture Trustee or any Noteholder. 
  
 At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been
obtained by the Indenture Trustee as hereinafter provided for in this Article V, the Noteholders representing a majority of the Note Balance of the Controlling Class, by written notice to the Issuer and the Indenture Trustee, may rescind and
annul such declaration and its consequences if: 
  
 (a) the Issuer
has paid or deposited with the Indenture Trustee a sum sufficient to pay (i) all payments of principal of and interest on all Notes and all other amounts that would then be due hereunder or upon such Notes if the Event of Default giving rise to such
acceleration had not occurred and (ii) all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel; and 
  
 (b) all Events of Default, other than the nonpayment of the principal of the
Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. 
  
 No such rescission shall affect any subsequent default or impair any right consequent thereto. 
  


					
	 	  	19	  	2004-3 Indenture









 If the Notes have been declared due and payable or have automatically become due and payable following an
Event of Default, the Indenture Trustee may institute proceedings to collect amounts due, exercise remedies as a secured party (including foreclosure or sale of the Collateral) or elect to maintain the Collateral and continue to apply the proceeds
from the Collateral as if there had been no declaration of acceleration. Any sale of the Collateral by the Indenture Trustee will be subject to the terms and conditions of Section 5.4. 
  
 SECTION 5.3 Collection of Indebtedness and Suits for Enforcement by the
Indenture Trustee. (a) The Issuer covenants that if (i) default is made in the payment of any interest on any Note of the Controlling Class when the same becomes due and payable, and such default continues for a period of five days, or (ii)
default is made in the payment of the principal of or any installment of the principal of any Note when the same becomes due and payable, the Issuer will, upon demand of the Indenture Trustee in writing as directed by a majority of the Note Balance
of the Controlling Class, pay to the Indenture Trustee, for the benefit of the Noteholders, the whole amount then due and payable on such Notes for principal and interest, with interest upon the overdue principal, and, to the extent payment at such
rate of interest shall be legally enforceable, upon overdue installments of interest, at the applicable Interest Rate and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel. 
  
 (b) In case the Issuer shall fail forthwith to pay the amounts described in clause (a) above upon such demand, the Indenture Trustee, in its own
name and as trustee of an express trust, may institute a proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon
such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the monies adjudged or decreed to be payable. 
  
 (c) If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section
5.4, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders, by such appropriate proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the
specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.

  
 (d) In case there shall be pending, relative to the Issuer or
any other obligor upon the Notes or any Person having or claiming an ownership interest in the Collateral, proceedings under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a
receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other
comparable judicial proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due
and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand 

  


					
	 	  	20	  	2004-3 Indenture









 
pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings or otherwise: 
  
 (i) to file and prove a claim or claims for the whole amount
of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to
the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor
Indenture Trustee, except as a result of negligence, bad faith or willful misconduct) and of the Noteholders allowed in such proceedings; 
  
 (ii) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of Notes in any election of a trustee, a
standby trustee or person performing similar functions in any such proceedings; 
  
 (iii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute all amounts received
with respect to the claims of the Noteholders and of the Indenture Trustee on their behalf; and 
  
 (iv) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the
Indenture Trustee or the Noteholders allowed in any judicial proceedings relative to the Issuer, its creditors and its property; 
  
 and any trustee, receiver, liquidator, custodian or other similar official in any such proceeding is hereby authorized by each Noteholder to make payments to the
Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the
Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except
as a result of negligence, bad faith or willful misconduct, and any other amounts due the Indenture Trustee under Section 6.7. 
  
 (e) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any
Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding
except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar person. 
  
 (f) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any
trial or other proceedings relative thereto, and any such action or proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an 

  


					
	 	  	21	  	2004-3 Indenture









 
express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each
predecessor Indenture Trustee and their respective agents and attorneys, shall be for the benefit of the Noteholders, to the extent set forth in Section 5.4(b). 
  
 (g) In any proceedings brought by the Indenture Trustee (and also any proceedings involving the interpretation of any
provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders, and it shall not be necessary to make any Noteholder a party to any such proceedings. 
  
 SECTION 5.4 Remedies; Priorities. (a) If an Event of Default shall
have occurred and be continuing, the Indenture Trustee may do one or more of the following (subject to Sections 5.2 and 5.5): 
  
 (i) institute proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes
or under this Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Issuer and any other obligor upon such Notes monies adjudged due; 
  
 (ii) institute proceedings from time to time for the
complete or partial foreclosure of this Indenture with respect to the Collateral; 
  
 (iii) exercise any other remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights
and remedies of the Indenture Trustee and the Noteholders; and 
  
 (iv) subject to Section 5.17, after an acceleration of the maturity of the Notes pursuant to Section 5.2, sell the Collateral or any portion thereof or rights or interest therein, at one or more public
or private sales called and conducted in any manner permitted by law; 
  
 provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Collateral following an Event of Default unless (A) the holders of 100% of the Note Balance of the Controlling Class have consented to such
liquidation, (B) the proceeds of such sale or liquidation are sufficient to pay in full the principal of and the accrued interest on the Outstanding Notes or (C) the default relates to the failure to pay interest or principal when due (a
“Payment Default”) and the Indenture Trustee determines (but shall have no obligation to make such determination) that the Collections on the Receivables will not be sufficient on an ongoing basis to make all payments on the Notes
as they would have become due if the Notes had not been declared due and payable; and the Indenture Trustee obtains the consent of the holders of 66-2/3% of the Note Balance of the Controlling Class. In determining such sufficiency or insufficiency
with respect to clauses (B) and (C) of the preceding sentence, the Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such
proposed action and as to the sufficiency of the Trust Estate for such purpose. Notwithstanding anything herein to the contrary, if the Event of Default does not relate to a Payment Default or Bankruptcy Event with respect to the Issuer, the
Indenture Trustee may not sell or otherwise liquidate the Trust Estate unless the Holders of all 

  


					
	 	  	22	  	2004-3 Indenture









 
Outstanding Notes consent to such sale or the proceeds of such sale are sufficient to pay in full the principal of and accrued interest on the Outstanding
Notes. 
  
 (b) Notwithstanding the provisions of Section
8.2 of this Indenture or Section 4.4 of the Sale and Servicing Agreement, if the Indenture Trustee collects any money or property pursuant to this Article V and the Notes have been accelerated, it shall pay out such money or
property (and other amounts, including all amounts held on deposit in the Trust Accounts) held as Collateral for the benefit of the Noteholders (net of liquidation costs associated with the sale of the Trust Estate) in the following order of
priority: 
  
 (i) first, to the Indenture
Trustee and the Owner Trustee, any accrued and unpaid fees (including any unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periods) and any reasonable expenses (including indemnification amounts) not previously paid by the
Servicer; provided that aggregate expenses payable to the Indenture Trustee and the Owner Trustee pursuant to this clause (i) and Section 4.4(a)(1) of the Sale and Servicing Agreement shall be limited to $150,000 per annum in
the aggregate; 
  
 (ii) second, to the
Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; 
  
 (iii) third, to the Class A Noteholders, the Accrued Class A Note Interest; provided that if there are not sufficient funds
available to pay the entire amount of the Class A Note Interest, the amounts available shall be applied to the payment of such interest on the Class A Notes on a pro rata basis based upon the amount of interest payable to each Class of Class A
Notes; 
  
 (iv) fourth, if an Event of
Default described in Section 5.1(a), (b), (e) or (f) has occurred, in the following order of priority: 
  
 (a) to the Holders of the Class A-1 Notes in respect of principal thereof until the Class A-1 Notes have been paid in full; 
  
 (b) to the Holders of the Class A-2 Notes, Class A-3 Notes
and Class A-4 Notes, in respect of principal thereon, on a pro rata basis (based on the Note Balance of each Class on such Payment Date), until all Classes of the Class A Notes have been paid in full; 
  
 (c) to the Holders of the Class B Notes, the Accrued Class B
Note Interest; and 
  
 (d) to the Holders of the
Class B Notes in respect of principal thereon until the Class B Notes have been paid in full; 
  


					
	 	  	23	  	2004-3 Indenture









 (v) fifth, if an Event of Default described in Section 5.1(c) or (d)
has occurred, in the following order of priority: 
  
 (a) to the Holders of the Class B Notes, the Accrued Class B Note Interest; 
  
 (b) to the Holders of the Class A-1 Notes in respect of principal thereof until the Class A-1 Notes have been paid in full; 
  
 (c) to the Holders of the Class A-2 Notes, Class A-3 Notes
and Class A-4 Notes, in respect of principal thereon, on a pro rata basis (based on the Note Balance of each Class on such Payment Date), until all Classes of the Class A Notes have been paid in full; and 
  
 (d) to the Holders of the Class B Notes in respect of
principal thereon until the Class B Notes have been paid in full; 
  
 (vi) sixth, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees, reasonable expenses and indemnity payments which have not previously been paid; and 
  
 (vii) seventh, any remaining funds shall be
distributed to or at the direction of the Residual Interestholder. 
  
 The Indenture Trustee may fix a record date and payment date for any payment to Noteholders pursuant to this Section. At least 15 days before such record date, the Issuer shall mail to each Noteholder and the Indenture Trustee a notice that
states the record date, the payment date and the amount to be paid. 
  
 Prior to an acceleration of the Notes after an Event of Default, if the Indenture Trustee collects any money or property pursuant to this Article V, such amounts shall be deposited into the Collection Account and distributed in
accordance with Section 4.4 of the Sale and Servicing Agreement and Section 8.2 hereof. 
  
 SECTION 5.5 Optional Preservation of the Collateral. If the Notes have been declared or are automatically due and payable under Section 5.2
following an Event of Default and such declaration or automatic occurrence and its consequences have not been rescinded and annulled, if permitted hereunder, the Indenture Trustee may, but need not, elect to maintain possession of the Trust Estate
and continue to apply the proceeds thereof in accordance with Sections 5.4(b). It is the intent of the parties hereto and the Noteholders that there be at all times sufficient funds for the payment of principal of and interest on the Notes,
and the Indenture Trustee shall take such intent into account when determining whether or not to maintain possession of the Trust Estate. In determining whether to maintain possession of the Trust Estate, the Indenture Trustee may, but need not,
obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose. 
  
 SECTION 5.6 Limitation of Suits. (a) No Holder of any Note shall have
any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: 
  
 (i) such Holder has previously given written notice to the Indenture Trustee of a continuing Event of
Default; 
  


					
	 	  	24	  	2004-3 Indenture









 (ii) the Holders of not less than 25% of the Note Balance of the Controlling Class, have
made written request to the Indenture Trustee to institute such proceeding in respect of such Event of Default in its own name as the Indenture Trustee hereunder; 
  
 (iii) such Holder or Holders have offered to the Indenture Trustee indemnity reasonably satisfactory to it
against the costs, expenses and liabilities to be incurred in complying with such request; 
  
 (iv) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such
proceedings; and 
  
 (v) no direction
inconsistent with such written request has been given to the Indenture Trustee during such 60-day period by the Holders of a majority of the Note Balance. 
  
 No Noteholder or group of Noteholders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or
prejudice the rights of any other Noteholders or to obtain or to seek to obtain priority or preference over any other Noteholders or to enforce any right under this Indenture, except, in each case, to the extent and in the manner herein provided.

  
 In the event the Indenture Trustee shall receive conflicting
or inconsistent requests and indemnity from two or more groups of Noteholders, each representing less than a majority of the Note Balance of the Controlling Class, the Indenture Trustee in its sole discretion may determine what action, if any, shall
be taken, notwithstanding any other provisions of this Indenture. 
  
 (b) No Noteholder shall have any right to vote except as provided pursuant to this Indenture and the Notes, nor any right in any manner to otherwise control the operation and management of the Issuer. However, in connection with any action
as to which Noteholders are entitled to vote or consent under this Indenture and the Notes, the Issuer may set a record date for purposes of determining the identity of Noteholders entitled to vote or consent in accordance with TIA Section 316(c).

  
 SECTION 5.7 Unconditional Rights of Noteholders To Receive
Principal and Interest. Notwithstanding any other provisions in this Indenture, the Holder of any Note shall have the right, which is absolute and unconditional, to receive payment of the principal of and interest, on such Note on or after the
respective due dates thereof expressed in such Note or in this Indenture (or, in the case of redemption, on or after the Redemption Date) and to institute suit for the enforcement of any such payment and such right shall not be impaired without the
consent of such Noteholder. 
  
 SECTION 5.8 Restoration of
Rights and Remedies. If the Indenture Trustee or any Noteholder has instituted any Proceeding to enforce any right or remedy under this Indenture and such Proceeding has been discontinued or abandoned for any reason or has been determined
adversely to the Indenture Trustee or to such Noteholder, then and in every such case the Issuer, 

  


					
	 	  	25	  	2004-3 Indenture









 
the Indenture Trustee and the Noteholders shall, subject to any determination in such Proceeding, be restored severally and respectively to their former
positions hereunder, and thereafter all rights and remedies of the Indenture Trustee and the Noteholders shall continue as though no such Proceeding had been instituted. 
  
 SECTION 5.9 Rights and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the Indenture
Trustee or to the Noteholders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or
hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder or otherwise shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. 
  
 SECTION 5.10 Delay or Omission Not a Waiver. No delay or omission of
the Indenture Trustee or any Holder of any Note to exercise any right or remedy accruing upon any Default or Event of Default shall impair any such right or remedy or constitute a waiver of any such Default or Event of Default or an acquiescence
therein. Every right and remedy given by this Article V or by law to the Indenture Trustee or to the Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the Indenture Trustee or by the Noteholders, as
the case may be. 
  
 SECTION 5.11 Control by Noteholders.
Subject to the provisions of Sections 5.4, 5.6, 6.2(d) and 6.2(e), Noteholders holding not less than a majority of the Note Balance of the Controlling Class, shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Indenture Trustee with respect to the Notes or with respect to the exercise of any trust or power conferred on the Indenture Trustee; provided that 
  
 (a) such direction shall not be in conflict with any rule of law or with this
Indenture; 
  
 (b) subject to the express terms of the proviso and
the last sentence of Section 5.4(a), any direction to the Indenture Trustee to sell or liquidate the Trust Estate shall be by the Holders of Notes representing not less than 100% of the Note Balance unless the proceeds of such sale are
sufficient to pay in full the principal of and accrued interest on the Outstanding Notes; 
  
 (c) if the conditions set forth in Section 5.5 have been satisfied and the Indenture Trustee elects to retain the Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by Holders of
Notes representing less than 100% of the Note Balance to sell or liquidate the Trust Estate shall be of no force and effect; 
  
 (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction, applicable law
and the terms of this Indenture; and 
  
 (e) such direction shall
be in writing; 
  


					
	 	  	26	  	2004-3 Indenture









 provided, further, that, subject to Section 6.1, the Indenture Trustee need not take any action that it
determines might expose it to personal liability or might materially adversely affect or unduly prejudice the rights of any Noteholders not consenting to such action. 
  
 SECTION 5.12 Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as
provided in Section 5.2, the Holders of Notes of not less than a majority of the Note Balance of the Controlling Class may waive any past Default or Event of Default and its consequences except a Default (a) in payment of principal of or
interest on any of the Notes, (b) in respect of a covenant or provision hereof which cannot be modified or amended without the consent of each Noteholder or (c) arising from a Bankruptcy Event with respect to the Issuer. In the case of any such
waiver, the Issuer, the Indenture Trustee and the Noteholders shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereto.

  
 Upon any such waiver, such Event of Default shall cease to
exist and be deemed to have been cured and not to have occurred, and any Event of Default arising therefrom shall be deemed to have been cured and not to have occurred, for every purpose of this Indenture; but no such waiver shall extend to any
prior, subsequent or other Default or Event of Default or impair any right consequent thereto. 
  
 SECTION 5.13 Undertaking for Costs. All parties to this Indenture agree, and each Noteholder by such Noteholder’s acceptance thereof shall be deemed to have agreed, that any court may in its discretion
require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Indenture Trustee for any action taken, suffered or omitted by it as the Indenture Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good
faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to (a) any suit instituted by the Indenture Trustee, (b) any suit instituted by any Noteholder, or group of Noteholders, in each case
holding in the aggregate more than 10% of the Note Balance or (c) any suit instituted by any Noteholder for the enforcement of the payment of principal of or interest on any Note on or after the respective due dates expressed in such Note and in
this Indenture (or, in the case of redemption, on or after the Redemption Date). 
  
 SECTION 5.14 Waiver of Stay or Extension Laws. The Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead or in any manner whatsoever, claim or take the
benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Indenture Trustee, but will suffer and permit the execution of every such power as
though no such law had been enacted. 
  
 SECTION 5.15 Action on
Notes. The Indenture Trustee’s right to seek and recover judgment on the Notes or under this Indenture shall not be affected by the seeking, obtaining or application of any other relief under or with respect to this Indenture. Neither the
lien of this 

  


					
	 	  	27	  	2004-3 Indenture









 
Indenture nor any rights or remedies of the Indenture Trustee or the Noteholders shall be impaired by the recovery of any judgment by the Indenture Trustee
against the Issuer or by the levy of any execution under such judgment upon any portion of the Trust Estate or upon any of the assets of the Issuer. Any money or property collected by the Indenture Trustee shall be applied in accordance with
Section 5.4(b) of this Indenture, if the maturity of the Notes has been accelerated pursuant to Section 5.2 of this Indenture, or Section 4.4 of the Sale and Servicing Agreement and Section 8.2 of this Indenture, if the
maturity of the Notes has not been accelerated. 
  
 SECTION
5.16 Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Indenture Trustee to do so, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the
performance and observance (i) by the Seller and the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing Agreement or (ii) by the Seller or COAF, as applicable, of each of their
obligations under or in connection with the Purchase Agreement, in each case, in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the
Sale and Servicing Agreement and the Purchase Agreement, as the case may be, to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Seller, the Servicer or COAF
thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement or by the Seller or COAF, as
applicable, of each of their obligations under or in connection with the Purchase Agreement. 
  
 (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and, at the direction (which direction shall be in writing) of the Holders of a majority of the Note Balance of the Controlling
Class shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Servicer under or in connection with the Sale and Servicing Agreement or against the Seller or COAF under the Purchase Agreement,
including the right or power to take any action to compel or secure performance or observance by the Seller, the Servicer or COAF of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval,
extension or waiver under the Sale and Servicing Agreement or the Purchase Agreement, as applicable, and any right of the Issuer to take such action shall be suspended. 
  
 SECTION 5.17 Sale of Collateral. If the Indenture Trustee acts to sell the Collateral or any part thereof, pursuant
to Section 5.4(a), the Indenture Trustee shall publish a notice in an Authorized Newspaper stating that the Indenture Trustee intends to effect such a sale in a commercially reasonable manner and on commercially reasonable terms, which shall
include the solicitation of competitive bids. Following such publication, the Indenture Trustee shall, unless otherwise prohibited by applicable law from any such action, sell the Collateral or any part thereof, in such manner and on such terms as
provided above to the highest bidder, provided, however, that the Indenture Trustee may from time to time postpone any sale by public announcement made at the time and place of such sale. The Indenture Trustee shall give notice to the Seller and the
Servicer of any proposed sale, and the Seller, the Servicer or any Affiliate thereof shall be permitted to bid for the Collateral at any such sale. The Indenture Trustee may obtain a prior determination from a conservator, receiver or trustee in
bankruptcy of the Issuer 

  


					
	 	  	28	  	2004-3 Indenture









 
that the terms and manner of any proposed sale are commercially reasonable. The power to effect any sale of any portion of the Collateral pursuant to
Section 5.4 and this Section 5.17 shall not be exhausted by any one or more sales as to any portion of the Collateral remaining unsold, but shall continue unimpaired until the entire Collateral shall have been sold or all amounts
payable on the Notes shall have been paid. 
  
 ARTICLE VI

  
 THE INDENTURE TRUSTEE 
  
 SECTION 6.1 Duties of the Indenture Trustee. (a) If an Event of
Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and shall use the same degree of care and skill in their exercise as a prudent person would exercise or use under the
circumstances in the conduct of such person’s own affairs. 
  
 (b) Prior to the occurrence of an Event of Default: 
  
 (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and the other Transaction Documents to which it is a party and no implied covenants or
obligations shall be read into this Indenture or the other Transaction Documents against the Indenture Trustee; and 
  
 (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided however, the Indenture Trustee shall examine the certificates and
opinions to determine whether or not they conform to the requirements of this Indenture. 
  
 (c) The Indenture Trustee shall not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: 
  
 (i) this paragraph does not limit the effect of
paragraph (b) of this Section; 
  
 (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and 
  
 (iii) the Indenture Trustee shall not be liable with respect
to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 5.11. 
  
 (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to paragraphs (a), (b) and (c). 
  
 (e) The Indenture Trustee shall not be liable for interest on any money
received by it except as the Indenture Trustee may agree in writing with the Issuer. 
  


					
	 	  	29	  	2004-3 Indenture









 (f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the
extent required by law or the terms of this Indenture or the Sale and Servicing Agreement. 
  
 (g) No provision of this Indenture or any other Transaction Document shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties
hereunder or thereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or indemnity satisfactory to it against such risk or liability is not reasonably assured to it.

  
 (h) Every provision of this Indenture and each other
Transaction Document relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA. 
  
 (i) The Indenture Trustee shall take all actions required to be taken by the
Indenture Trustee under the Sale and Servicing Agreement. 
  
 SECTION 6.2 Rights of the Indenture Trustee. (a) The Indenture Trustee may conclusively rely on any document believed by it to be genuine and to have been signed or presented by the proper person. The Indenture Trustee need not
investigate any fact or matter stated in the document. 
  
 (b)
Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel, as applicable. The Indenture Trustee shall not be liable for any action it takes, suffers or omits to take in good
faith in reliance on such Officer’s Certificate or Opinion of Counsel. 
  
 (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee
shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, the Administrator, any co-trustee or separate trustee appointed in accordance with the provisions of Section 6.10, or any other such agent,
attorney, custodian or nominee appointed with due care by it hereunder. 
  
 (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Indenture Trustee’s
conduct does not constitute willful misconduct, negligence or bad faith. 
  
 (e) The Indenture Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection
from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. 
  

(f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to institute, conduct
or defend any litigation under this Indenture or in relation to this Indenture or to honor the request or direction of any of the 

  


					
	 	  	30	  	2004-3 Indenture









 
Noteholders pursuant to this Indenture unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity satisfactory to
the Indenture Trustee against the reasonable costs, expenses, disbursements, advances and liabilities that might be incurred by it, its agents and its counsel in compliance with such request or direction. 
  
 SECTION 6.3 Individual Rights of the Indenture Trustee. Subject to
Section 310 of the TIA, the Indenture Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Seller, the Owner Trustee, the Administrator and their respective Affiliates with the same
rights it would have if it were not the Indenture Trustee, and the Seller, the Owner Trustee, the Administrator and their respective Affiliates may maintain normal commercial banking and investment banking relationships with the Indenture Trustee
and its Affiliates. Any Paying Agent, Note Registrar, co-registrar, co-paying agent, co-trustee or separate trustee may do the same with like rights. However, the Indenture Trustee must comply with Section 6.11. 
  
 SECTION 6.4 The Indenture Trustee’s Disclaimer. The Indenture
Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, shall not be accountable for the Issuer’s use of the proceeds from the Notes, and shall not be responsible for any
statement of the Issuer in the Indenture or in any document issued in connection with the sale of the Notes or in the Notes, all of which shall be taken as the statements of the Issuer, other than the Indenture Trustee’s certificate of
authentication. 
  
 SECTION 6.5 Notice of Defaults. If a
Default occurs and is continuing and if it is either actually known or written notice of the existence thereof has been delivered to a Responsible Officer of the Indenture Trustee, the Indenture Trustee shall mail to each Noteholder and the Rating
Agencies notice of the Default within 90 days after such knowledge or notice occurs. Except in the case of a Default in payment of principal of or interest on any Note (including payments pursuant to the mandatory redemption provisions of such
Note), the Indenture Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of Noteholders. 
  
 SECTION 6.6 Reports by the Indenture Trustee to Noteholders. The
Indenture Trustee, at the expense of the Issuer, shall deliver to each Noteholder, not later than the latest date permitted by law, such information as may be required by law to enable such Holder to prepare its federal and state income tax returns.

  
 SECTION 6.7 Compensation and Indemnity. (a) The Issuer
shall cause the Servicer to pay to JPMorgan Chase Bank, N.A. pursuant to the Sale and Servicing Agreement from time to time compensation for all services rendered by JPMorgan Chase Bank, N.A. pursuant to the Transaction Documents pursuant to a fee
letter between the Servicer and JPMorgan Chase Bank, N.A. (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee to an express trust). 
  
 (b) The Issuer jointly and severally with the Seller, COAF, the Administrator and the Servicer, except as otherwise
expressly provided herein, agrees to reimburse the Indenture Trustee any expense incurred by the Indenture Trustee in pursuing remedies pursuant to Section 5.4 (including, but not limited to, the reasonable compensation, expenses and
disbursements of 

  


					
	 	  	31	  	2004-3 Indenture









 
its agents and counsel and allocable costs of in-house counsel); provided, however, in no event shall the Issuer, the Seller, the
Administrator, COAF or the Servicer pay or reimburse the Indenture Trustee or the agents or counsel, including in-house counsel of either, for any expenses, disbursements and advances incurred or made by the Indenture Trustee in connection with any
action or inaction on the part of the Indenture Trustee for which a court of competent jurisdiction has found the Indenture Trustee to be grossly negligent. 
  
 (c) The Issuer jointly and severally with the Seller, COAF, the Administrator and the Servicer, agrees to indemnify the Indenture Trustee and its
officers, directors, employees and agents for, and to hold them harmless against, any loss, liability or expense incurred without gross negligence or bad faith on the part of the Indenture Trustee arising out of, or in connection with, the
acceptance or administration of this trust, including the costs and expenses of defending itself against any claim in connection with the exercise or performance of any of its powers or duties hereunder; provided, however, that:

  
 (i) with respect to any such claim the
Indenture Trustee shall have given the Issuer, the Seller, COAF, the Administrator or the Servicer written notice thereof promptly after the Indenture Trustee shall have actual knowledge thereof; provided that failure to notify shall not
relieve the parties of their obligations hereunder; 
  
 (ii) while maintaining absolute control over its own defense, the Indenture Trustee shall cooperate and consult fully with the Owner Trustee, the Seller, COAF, the Administrator and the Servicer in preparing such defense; provided
that the interests of the Indenture Trustee are not adverse to those of such parties; 
  
 (iii) notwithstanding anything to the contrary in this Section, none of the Issuer, the Seller, COAF, the Administrator or the Servicer
shall be liable for settlement of any such claim by the Indenture Trustee entered into without the prior consent of the such parties, which consent shall not be unreasonably withheld or delayed; and 
  
 (iv) the Indenture Trustee, its officers, directors,
employees and agents, as a group, shall be entitled to counsel separate from the Issuer, the Seller, COAF, the Administrator and the Servicer; to the extent such parties’ interests are not adverse to the interests of the Indenture Trustee, its
officers, directors, employees or agents, the Indenture Trustee may agree to be represented by the same counsel as the Issuer, the Seller, COAF or the Servicer. 
  

(d) The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the
Indenture Trustee’s earlier resignation or removal. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(d) or 5.1(e) with respect to the Issuer, the expenses are intended to
constitute expenses of administration under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or similar law. 
  
 (e) The Seller agrees to assume and to pay, and to indemnify, defend and hold harmless the Indenture Trustee and the Noteholders from any taxes which may
at any time be asserted with respect to, and as of the date of, the Grant of the Trust Estate to the Indenture 

  


					
	 	  	32	  	2004-3 Indenture









 
Trustee, including, without limitation, any sales, gross receipts, general corporation, personal property, privilege or license taxes (but with respect to
the Noteholders only, not including any federal, state or other taxes arising out of the creation of the issuance of the Notes or payments with respect thereto) and costs, expenses and reasonable counsel fees in defending against the same.

  
 SECTION 6.8 Removal, Resignation and Replacement of the
Indenture Trustee. The Indenture Trustee may resign at any time by so notifying the Issuer, the Administrator, the Servicer and each Rating Agency. The Holders of a majority of the Note Balance of the Controlling Class may remove the Indenture
Trustee without cause by so notifying the Indenture Trustee and the Issuer, and following that removal may appoint a successor to the Indenture Trustee. The Issuer shall remove the Indenture Trustee if: 
  
 (a) the Indenture Trustee fails to comply with Section 6.11;

  
 (b) a Bankruptcy Event occurs with respect to the Indenture
Trustee; 
  
 (c) a receiver or other public officer takes charge
of the Indenture Trustee or its property; or 
  
 (d) the Indenture
Trustee otherwise becomes incapable of acting. 
  
 If the
Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Issuer shall promptly appoint
a successor Indenture Trustee. 
  
 A successor Indenture Trustee
shall deliver a written acceptance of its appointment to the retiring Indenture Trustee and to the Issuer. Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective, and the successor Indenture Trustee, without
any further act, deed or conveyance, shall have all the rights, powers and duties of the Indenture Trustee under this Indenture subject to satisfaction of the Rating Agency Condition. The successor Indenture Trustee shall mail a notice of its
succession to Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as the Indenture Trustee to the successor Indenture Trustee. 
  
 If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee resigns or is
removed, the retiring Indenture Trustee, the Issuer or the Holders of a majority of the Note Balance of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. 
  
 If the Indenture Trustee fails to comply with Section 6.11, any
Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. 
  
 Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section
shall not become effective until acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8 and payment of all fees and expenses owed to the outgoing Indenture Trustee. 
  


					
	 	  	33	  	2004-3 Indenture









 Notwithstanding the resignation or removal of the Indenture Trustee pursuant to this Section, the
Issuer’s and Administrator’s obligations under Section 6.7 shall continue for the benefit of the retiring Indenture Trustee. 
  
 The Indenture Trustee shall not be liable for the acts or omissions of any successor Indenture Trustee. 
  
 SECTION 6.9 Successor Indenture Trustee by Merger. Subject to
Section 6.11, if the Indenture Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or
transferee corporation without any further act shall be the successor Indenture Trustee, provided, that such corporation or banking association shall be otherwise qualified and eligible under Section 6.11. The Indenture Trustee shall
provide each Rating Agency and the Administrator prior written notice of any such transaction. 
  
 In case at the time such successor or successors by merger, conversion or consolidation to the Indenture Trustee shall succeed to the trusts created by this Indenture any of the Notes shall have been authenticated but
not delivered, any such successor to the Indenture Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated,
any successor to the Indenture Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor to the Indenture Trustee. 
  
 SECTION 6.10 Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other
provisions of this Indenture, at any time, after delivering written notice to the Administrator, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate may at the time be located, the Indenture
Trustee and the Administrator acting jointly shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, or separate trustee or separate trustees, of all or any part of the
Trust Estate, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Trust Estate, or any part hereof, and, subject to the other provisions of this Section, such powers, duties, obligations,
rights and trusts as the Indenture Trustee and the Administrator may consider necessary or desirable. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and
no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.8. 
  
 (b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

  
 (i) all rights, powers, duties and
obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being intended that such separate trustee or
co-trustee is not authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be
incompetent or unqualified to perform such act or acts, in which event such 

  


					
	 	  	34	  	2004-3 Indenture









 
rights, powers, duties and obligations (including the holding of title to the Collateral or any portion thereof in any such jurisdiction) shall be exercised
and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; 
  
 (ii) no separate trustee or co-trustee hereunder shall be personally liable by reason of any act or omission of any other trustee
hereunder, including acts or omissions of predecessor or successor trustees; and 
  
 (iii) the Indenture Trustee and the Administrator may at any time accept the resignation of or, acting jointly, remove any separate
trustee or co-trustee. 
  
 (c) Any notice, request or other
writing given to the Indenture Trustee shall be deemed to have been given to each of then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to
this Indenture and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly
with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording
protection to, the Indenture Trustee. Every such instrument shall be filed with the Indenture Trustee and a copy thereof given to the Administrator. 
  
 (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee its agent or attorney-in-fact with full power and authority, to
the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. Notwithstanding anything to the contrary in this Indenture, the
appointment of any separate trustee or co-trustee shall not relieve the Indenture Trustee of its obligations and duties under this Indenture. 
  
 SECTION 6.11 Eligibility; Disqualification. The Indenture Trustee shall at all times satisfy the requirements of TIA § 310(a) and, in
addition, shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition and shall have a long term debt rating of investment grade or better by each Rating Agency or shall
otherwise be acceptable to each Rating Agency. The Indenture Trustee shall also satisfy the requirements of TIA § 310(b). Neither the Issuer nor any Affiliate of the Issuer may serve as Indenture Trustee. 
  
 SECTION 6.12 Preferential Collection of Claims Against the Issuer. The
Indenture Trustee shall comply with TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). Any Indenture Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated. 

 


					
	 	  	35	  	2004-3 Indenture









 ARTICLE VII 
  
 NOTEHOLDERS’ LISTS AND REPORTS 
  
 SECTION 7.1 The Issuer to Furnish the Indenture Trustee Names and Addresses of Noteholders. The Issuer shall furnish
or cause to be furnished to the Indenture Trustee (a) not more than five days after each Record Date, a list, in such form as the Indenture Trustee may reasonably require, of the names and addresses of the Noteholders as of such Record Date, and (b)
at such other times as the Indenture Trustee may request in writing, within 30 days after receipt by the Issuer of any such request, a list of similar form and content as of a date not more than ten days prior to the time such list is furnished;
provided, however, that so long as (i) the Indenture Trustee is the Note Registrar, or (ii) the Notes are issued as Book-Entry Notes, no such list shall be required to be furnished to the Indenture Trustee. 
  
 SECTION 7.2 Preservation of Information; Communications to
Noteholders. (a) The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section
7.1 and the names and addresses of Noteholders received by the Indenture Trustee in its capacity as the Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 upon receipt of a new list
so furnished; provided, however, that so long as the Indenture Trustee is the Note Registrar or the Notes are issued as Book-Entry Notes, no such list shall be required to be preserved or maintained. 
  
 (b) The Noteholders may communicate pursuant to TIA § 312(b) with other
Noteholders with respect to their rights under this Indenture or under the Notes. Upon receipt by the Indenture Trustee of any request by three or more Noteholders or by one or more Noteholders of Notes evidencing not less than 25% of the Note
Balance to receive a copy of the current list of Noteholders (whether or not made pursuant to TIA § 312(b)), the Indenture Trustee shall promptly notify the Administrator thereof by providing to the Administrator a copy of such request and a
copy of the list of Noteholders produced in response thereto. 
  
 (c) The Issuer, the Indenture Trustee and Note Registrar shall have the protection of TIA § 312(c). 
  
 SECTION 7.3 Reports by the Indenture Trustee. If required by TIA § 313(a), within 60 days after each March 31, beginning with March 31, 2005,
the Indenture Trustee shall mail to each Noteholder as required by TIA §§ 313(c), a brief report dated as of such date that complies with TIA § 313(a). The Indenture Trustee also shall comply with TIA § 313(b). A copy of each
report at the time of its mailing to Noteholders shall be filed by the Indenture Trustee with the Commission and each stock exchange, if any, on which the Notes are listed. The Issuer shall notify the Indenture Trustee if and when the Notes are
listed on any stock exchange. 
  


					
	 	  	36	  	2004-3 Indenture









 ARTICLE VIII 
  
 ACCOUNTS, DISBURSEMENTS AND RELEASES 
  
 SECTION 8.1 Collection of Money. Except as otherwise expressly provided herein, the Indenture Trustee may demand
payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the Indenture Trustee pursuant to this
Indenture and the Sale and Servicing Agreement. The Indenture Trustee shall apply all such money received by it as provided in this Indenture and the Sale and Servicing Agreement. Except as otherwise expressly provided in this Indenture, if any
default occurs in the making of any payment or performance under any agreement or instrument that is part of the Trust Estate, the Indenture Trustee may take such action as may be appropriate to enforce such payment or performance, including the
institution and prosecution of appropriate proceedings. Any such action shall be without prejudice to any right to claim a Default or Event of Default under this Indenture and any right to proceed thereafter as provided in Article V.

  
 SECTION 8.2 Trust Accounts. (a) [Reserved].

  
 (b) On or before each Payment Date, the Issuer shall cause the
Servicer to deposit all Available Collections with respect to the Collection Period preceding such Payment Date in the Collection Account as provided in Sections 4.2 and 4.3 of the Sale and Servicing Agreement. On or before each
Payment Date, all amounts required to be withdrawn from the Reserve Account and deposited in the Collection Account pursuant to Section 4.3 of the Sale and Servicing Agreement shall be withdrawn by the Indenture Trustee from the Reserve
Account and deposited to the Collection Account. 
  
 (c) Prior to
the acceleration of the Notes pursuant to Section 5.2 of this Indenture, on each Payment Date and the Redemption Date, the Indenture Trustee shall distribute all amounts on deposit in the Principal Distribution Account to Noteholders in
respect of the Notes to the extent of the funds therein in the following order of priority: 
  
 (i) first, to the Holders of the Class A-1 Notes on a pro rata basis in respect of principal, until the Class A-1 Notes are paid in
full; 
  
 (ii) second, to the Holders of
the Class-2 Notes on a pro rata basis in respect of principal, until the Class A-2 Notes are paid in full; 
  
 (iii) third, to the Holders of the Class A-3 notes on a pro rata basis in respect of principal until the Class A-3 Notes are paid
in full; 
  
 (iv) fourth, to the Holders
of the Class A-4 Notes on a pro rata basis in respect of principal until the Class A-4 Notes are paid in full; and 
  
 (v) fifth, to the Holders of the Class B Notes on a pro rata basis in respect of principal until the Class B Notes are paid in
full. 
  


					
	 	  	37	  	2004-3 Indenture









 (d) On the first Payment Date following the termination of the Pre-Funding Period, the Indenture Trustee
shall, based on the information set forth in the related Servicer’s Certificate, withdraw any remaining funds on deposit in the Pre-Funding Account (excluding investment earnings or income) and pay an amount equal to the amount of such funds in
the following priority: 
  
 (i) to pay to the
Holders of the Class A Notes, until the Class A Notes are paid in full: 
  
 (a) if the aggregate amount of such funds exceeds $100,000, to pay the Outstanding Class A Notes, the portion of such funds to the holders of each Class of Class A Notes on a pro rata basis (based on the Initial Note
Balance each Class of the Class A Notes as a fraction of the Initial Note Balance of the Class A Notes); and 
  
 (b) if the aggregate amount of such funds is less than or equal to $100,000, to pay the Class A Notes, the portion of such funds in
sequential order of priority beginning with the Class A-1 Notes; and 
  
 (ii) to pay to the holders of the Class B Notes, until the Class B Notes are paid in full. 
  
 SECTION 8.3 General Provisions Regarding Accounts. (a) The funds in the Trust Accounts shall be invested in Eligible Investments in accordance with
and subject to Section 4.1(b) of the Sale and Servicing Agreement and all interest and investment income (net of losses and investment expenses) on funds on deposit in the Trust Accounts shall constitute Available Funds and shall be
distributed in accordance with the provisions of Section 4.4 of the Sale and Servicing Agreement. The Indenture Trustee shall not be directed to make any investment of any funds or to sell any investment held in any of the Trust Accounts
unless the security interest Granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the
Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. 
  
 (b) Subject to Section 6.1(c), the Indenture Trustee shall not in any
way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Eligible Investment included therein, except for losses attributable to the Indenture Trustee’s failure to make payments on any such
Eligible Investments issued by the Indenture Trustee in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. 
  
 (c) If (i) investment directions shall not have been given in writing by the Servicer in accordance with Section 4.1(b) of the Sale and Servicing
Agreement for any funds on deposit in the Trust Accounts to the Indenture Trustee by 11:00 a.m., New York City time (or such other time as may be agreed by the Servicer and the Indenture Trustee), on any Business Day or (ii) a Default or Event of
Default shall have occurred and is continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to Section 5.2 or (iii) if the 

  


					
	 	  	38	  	2004-3 Indenture









 
Notes shall have been declared due and payable following a Default and amounts collected or received from the Trust Estate are being applied in accordance
with Section 5.4 as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in one or more Eligible Investments in accordance with the
standing instructions most recently given by the Servicer. 
  
 SECTION 8.4 Release of Collateral. (a) Subject to the payment of its fees and expenses pursuant to Section 6.7, the Indenture Trustee may if permitted and in accordance with the terms hereof, and when required by the
provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that are not inconsistent with the
provisions of this Indenture. No party relying upon an instrument executed by the Indenture Trustee as provided in this Article VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any
conditions precedent or see to the application of any monies. 
  
 (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due the Indenture Trustee pursuant to Section 6.7, release any remaining portion of the Collateral from the lien of this Indenture and
release to the Issuer or any other Person entitled thereto any funds then on deposit in the Trust Accounts. Such release shall include release of the lien of this Indenture and transfer of dominion and control over the Trust Accounts to the Issuer
or its designee. The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section only upon receipt of an Issuer Request accompanied by an Officer’s Certificate, an Opinion of Counsel and (if required by the
TIA) Independent Certificates in accordance with TIA §§ 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.1. 
  
 Each Noteholder or Note Owner, by its acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, acknowledges that from time
to time the Indenture Trustee shall release the lien of this Indenture on any Receivable to be sold to (i) the Seller in accordance with Section 2.3 of the Sale and Servicing Agreement, (ii) to the Servicer in accordance with Section
3.6 of the Sale and Servicing Agreement and (iii) to COAF in accordance with Section 3.3 of the Purchase Agreement. 
  
 SECTION 8.5 Opinion of Counsel. The Indenture Trustee shall receive at least seven days’ notice when requested by Issuer to take any action
pursuant to Section 8.4(a), accompanied by copies of any instruments involved, and the Indenture Trustee may also require as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee,
stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely
impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate.
Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action. 
  


					
	 	  	39	  	2004-3 Indenture









 ARTICLE IX 
  

SUPPLEMENTAL INDENTURES 
  
 SECTION 9.1 Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Noteholders but with prior notice to each Rating
Agency, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in
force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: 
  
 (i) to correct or amplify the description of any property at any time subject to the Lien of this Indenture, or better to assure, convey
and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject additional property to the lien of this Indenture; 
  
 (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to
the Issuer, and the assumption by any such successor of the covenants of the Issuer contained herein and in the Notes; 
  
 (iii) to add to the covenants of the Issuer, for the benefit of the Noteholders, or to surrender any right or power herein conferred upon
the Issuer; 
  
 (iv) to convey, transfer, assign,
mortgage or pledge any property to or with the Indenture Trustee; 
  
 (v) to cure any ambiguity, to correct or to supplement any provision herein or in any supplemental indenture which may be inconsistent with any other provision herein or in any supplemental indenture or to make any
other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; 
  
 (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add
to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI; 
  
 (vii) to modify, eliminate or add to the provisions of this
Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the
TIA; or 
  
 (viii) to add, modify or eliminate
such provisions as may be necessary or advisable in order to enable (a) the transfer to the Issuer of all or any portion of the Receivables to be derecognized under GAAP by the Seller to the Issuer, (b) the Issuer to avoid becoming a member of the
Seller’s consolidated group under GAAP or (c) the Seller or any of its Affiliates to otherwise comply with or obtain more favorable treatment under any law or regulation or any accounting rule or principle; it being a 

  


					
	 	  	40	  	2004-3 Indenture









 
condition to any such amendment under this Section 9.1(viii) that the Rating Agency Condition be satisfied. 
  
 The Indenture Trustee is hereby authorized to join in the execution of any
such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. 
  
 (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any Noteholder, enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section
9.2, which require consent of each Noteholder affected thereby) the rights of the Noteholders under this Indenture; provided (i) that the Rating Agency Condition shall have been satisfied with respect to such action, and (ii) that such
action shall not, as evidenced by an Opinion of Counsel, (A) materially and adversely affects the interests of any Noteholder, (B) affect the treatment of the Notes as debt for federal income tax purposes, or (C) be deemed to cause a taxable
exchange of the Notes for federal income tax purposes. 
  
 SECTION
9.2 Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders of not less than a
majority of the Note Balance, voting together as a single Class, by Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or
changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Noteholders under this Indenture; provided that no such supplemental indenture shall, without the consent of the
Holder of each Outstanding Note affected thereby: 
  
 (A) change the date of payment of any installment of principal (including, without limitation, the Final Scheduled Payment Date) of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon or the Redemption
Price with respect thereto, change the provision of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment
where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in
Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 
  
 (B) reduce the percentage of the Note Balance, the consent of the Holders of which is required for any such
supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; 
  


					
	 	  	41	  	2004-3 Indenture









 (C) modify or alter the provisions of the proviso to the definition of the term
“Outstanding”; 
  
 (D) reduce
the percentage of the Note Balance required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 5.4 if the proceeds of such sale would be insufficient to pay the Note Balance plus
accrued but unpaid interest on the Notes; 
  
 (E) modify any provision of this Section in any respect adverse to the interests of the Noteholders except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Transaction
Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; 
  
 (F) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or
principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Noteholders to the benefit of any provisions for the mandatory redemption of the Notes
contained herein; 
  
 (G) permit the creation of
any Lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein or in the Transaction Documents, terminate the lien of this Indenture on
any property at any time subject hereto or deprive any Noteholder of the security provided by the lien of this Indenture; or 
  
 (H) impair the right to institute suit for the enforcement of payment as provided in Section 5.7. 
  
 Any such supplemental indenture shall be executed only upon delivery of an
Opinion of Counsel to the same effect as in Section 9.1(b)(ii). 
  
 It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. 
  
 Promptly after the execution by the Issuer and the Indenture Trustee of any
supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Noteholders to which such amendment or supplemental indenture relates a notice (to be provided by the Issuer and at the Issuer’s expense) setting forth in
general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. 

 
 SECTION 9.3 Execution of Supplemental Indentures. In executing, or
permitting the additional trusts created by, any supplemental indenture permitted by this Article IX or the modifications thereby of the trusts created by this Indenture, the Indenture Trustee shall be entitled to receive, and subject to
Sections 6.1 and 6.2, shall be fully protected in relying upon, 

  


					
	 	  	42	  	2004-3 Indenture









 
an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Indenture Trustee may, but
shall not be obligated to, enter into any such supplemental indenture that affects the Indenture Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise. 
  
 SECTION 9.4 Effect of Supplemental Indenture. Upon the execution of
any supplemental indenture pursuant to the provisions hereof, this Indenture shall be and be deemed to be modified and amended in accordance therewith with respect to the Notes affected thereby, and the respective rights, limitations of rights,
obligations, duties, liabilities and immunities under this Indenture of the Indenture Trustee, the Issuer and the Noteholders shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and
amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes. 
  
 SECTION 9.5 Conformity With Trust Indenture Act. Every amendment of this Indenture and every supplemental indenture
executed pursuant to this Article IX shall conform to the requirements of the Trust Indenture Act as then in effect so long as this Indenture shall then be qualified under the Trust Indenture Act. 
  
 SECTION 9.6 Reference in Notes to Supplemental Indentures. Notes
authenticated and delivered after the execution of any supplemental indenture pursuant to this Article IX may, and if required by the Indenture Trustee shall, bear a notation in form approved by the Indenture Trustee as to any matter provided
for in such supplemental indenture. If the Issuer or the Indenture Trustee shall so determine, new Notes so modified as to conform, in the opinion of the Indenture Trustee and the Issuer, to any such supplemental indenture may be prepared and
executed by the Issuer and authenticated and delivered by the Indenture Trustee in exchange for Outstanding Notes. 
  
 ARTICLE X 
  
 REDEMPTION OF NOTES 
  
 SECTION 10.1
Redemption. (a) Each of the Notes is subject to redemption in whole, but not in part, at the direction of the Servicer pursuant to Section 8.1 of the Sale and Servicing Agreement, on any Payment Date on which the Servicer exercises its
option to purchase the Trust Estate pursuant to said Section 8.1, for a purchase price equal to the Optional Purchase Price, which amount shall be deposited by the Servicer into the Collection Account on the Redemption Date. 
  
 (b) Each of the Notes is subject to redemption in whole, but not in part, on
any Payment Date occurring after the end of the Funding Period on which the sum of the amounts in the Reserve Account and the remaining Available Funds after the payments under clauses first through sixth of Section 4.4(a) of
the Sale and Servicing Agreement would be sufficient to pay in full the aggregate unpaid Note Balance of all of the Outstanding Notes as determined by the Servicer. On such Payment Date, (i) the Indenture Trustee upon written direction from the
Servicer shall transfer all amounts on deposit in the Reserve Account to the Collection Account and (ii) the Outstanding Notes shall be redeemed in whole, but not in part. 
  


					
	 	  	43	  	2004-3 Indenture









 (c) If the Notes are to be redeemed pursuant to Sections 10.1(a) or 10.1(b), the
Administrator or the Issuer shall provide at least 20 days’ prior notice of the redemption of the Notes to the Indenture Trustee and the Owner Trustee, and the Indenture Trustee shall provide prompt (but not later than 10 days prior to the
applicable Redemption Date) notice thereof to the Noteholders. 
  
 SECTION 10.2 Form of Redemption Notice. Notice of redemption under Section 10.1 shall be given by the Indenture Trustee by facsimile or by first-class mail, postage prepaid, transmitted or mailed prior to the applicable
Redemption Date to each Holder of Notes as of the close of business on the Record Date preceding the applicable Redemption Date, at such Holder’s address appearing in the Note Register. 
  
 All notices of redemption shall state: 
  
 (i) the Redemption Date; 
  
 (ii) the Redemption Price; 
  
 (iii) that the Record Date otherwise applicable to such
Redemption Date is not applicable and that payments shall be made only upon presentation and surrender of such Notes, and the place where such Notes are to be surrendered for payment of the Redemption Price (which shall be the office or agency of
the Issuer to be maintained as provided in Section 3.2); and 
  
 (iv) that interest on the Notes shall cease to accrue on the Redemption Date. 
  
 Notice of redemption of the Notes shall be given by the Indenture Trustee in the name and at the expense of the Issuer. In addition, the Issuer shall
notify each Rating Agency upon redemption of the Notes. Failure to give notice of redemption, or any defect therein, to any Noteholder shall not impair or affect the validity of the redemption of any Note. 
  
 SECTION 10.3 Notes Payable on Redemption Date. The Notes to be
redeemed shall, following notice of redemption as required by Section 10.2 (in the case of redemption pursuant to Section 10.1), on the Redemption Date become due and payable at the Redemption Price and (unless the Issuer shall default
in the payment of the Redemption Price) no interest shall accrue on the Redemption Price for any period after the date to which accrued interest is calculated for purposes of calculating the Redemption Price. 
  
 ARTICLE XI 
  
 MISCELLANEOUS 
  
 SECTION 11.1 Compliance Certificates and Opinions, etc. (a) Upon any
application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee (i) an Officer’s Certificate stating that all conditions precedent, if
any, provided for in this Indenture relating to the proposed action have been complied with that satisfies TIA Section 314(c)(1), (ii) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been
complied with 

  


					
	 	  	44	  	2004-3 Indenture









 
that satisfies TIA Section 314(c)(2) and (iii) if required by the TIA in the case of condition precedent compliance with which is subject to verification by
accountants, a certificate or opinion of an accountant that satisfies TIA Section 314(c)(3), except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this
Indenture, no additional certificate or opinion need be furnished. 
  
 Every certificate or opinion in accordance with TIA Section 314(e) with respect to compliance with a condition or covenant provided for in this Indenture shall include: 
  
 (i) a statement that each signatory of such certificate or opinion has read or has caused to be read such
covenant or condition and the definitions herein relating thereto; 
  
 (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; 
  
 (iii) a statement that, in the opinion of each such
signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and 
  
 (iv) a statement as to whether, in the opinion of each such
signatory such condition or covenant has been complied with. 
  
 (b) (i) Prior to the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuer shall, in
addition to any obligation imposed in Section 11.1(a) or elsewhere in this Indenture, furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair
value in accordance with TIA Section 314(d) (within 90 days of such deposit) to the Issuer of the Collateral or other property or securities to be so deposited. 
  
 (ii) Whenever the Issuer is required to furnish to the Indenture Trustee an Officer’s Certificate
certifying or stating the opinion of any signer thereof as to the matters described in clause (i) above, the Issuer shall also deliver to the Indenture Trustee an Independent Certificate as to the same matters, if the fair value in accordance
with TIA Section 314(d) to the Issuer of the property or securities to be so deposited and of all other such securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set
forth in the certificates delivered pursuant to clause (i) and this clause (ii), is 10% or more of the Note Balance, but such a certificate need not be furnished with respect to any securities so deposited, if the fair
value thereof to the Issuer as set forth in the related Officer’s Certificate is less than $25,000 or less than one percent of the Note Balance. 
  
 (iii) Other than as contemplated by Section 11.1(b)(v), whenever any property or securities are to be released from the lien of
this Indenture, the Issuer shall also furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within 90 days of such release) of the property or
securities 

  


					
	 	  	45	  	2004-3 Indenture









 
proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in
contravention of the provisions hereof. 
  
 (iv)
Whenever the Issuer is required to furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in clause (iii) above, the Issuer shall also furnish to the
Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property other than Purchased Receivables, or securities released from the lien of this Indenture since the
commencement of the then current calendar year, as set forth in the certificates required by clause (iii) above and this clause (iv), equals 10% or more of the Note Balance, but such certificate need not be furnished in the case of any
release of property or securities if the fair value thereof as set forth in the related Officer’s Certificate is less than $25,000 or less than one percent of the then Note Balance. 
  
 (v) Notwithstanding Section 2.9 or any other provision of this Section, the Issuer may (A) collect,
liquidate, sell or otherwise dispose of Receivables and Financed Vehicles as and to the extent permitted or required by the Transaction Documents and (B) make cash payments out of the Trust Accounts as and to the extent permitted or required by the
Transaction Documents. 
  
 SECTION 11.2 Form of Documents
Delivered to the Indenture Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of,
only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may
certify or give an opinion as to such matters in one or several documents. 
  
 Any certificate or opinion of an Authorized Officer of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or
in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion is based are erroneous. Any such certificate of an Authorized Officer or
Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Servicer, the Seller, the Administrator or the Issuer, stating that the information
with respect to such factual matters is in the possession of the Servicer, the Seller, the Administrator or the Issuer, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations
with respect to such matters are erroneous. 
  
 Where any Person
is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. 
  
 Whenever in this Indenture, in connection with any application or certificate
or report to the Indenture Trustee, it is provided that the Issuer shall deliver any document as a condition of the granting of such application, or as evidence of the Issuer’s compliance with any term hereof, it is intended that the truth and
accuracy, at the time of the granting of such application or at the 

  


					
	 	  	46	  	2004-3 Indenture









 
effective date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions
precedent to the right of the Issuer to have such application granted or to the sufficiency of such certificate or report. The foregoing shall not, however, be construed to affect the Indenture Trustee’s right to rely upon the truth and
accuracy of any statement or opinion contained in any such document as provided in Article VI. 
  
 SECTION 11.3 Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this
Indenture to be given or taken by Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein otherwise
expressly provided such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action embodied
therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Indenture and (subject to Section 6.1) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section. 
  
 (b) The fact and date of the execution by any person of any such instrument
or writing may be proved in any manner that the Indenture Trustee deems sufficient. 
  
 (c) The ownership of Notes shall be proved by the Note Register. 
  
 (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by any Noteholder shall bind the Holder of every Note issued
upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon
such Note. 
  
 SECTION 11.4 Notices. All demands, notices
and communications hereunder shall be in writing and shall be delivered or mailed by registered or certified first-class United States mail, postage prepaid, hand delivery, prepaid courier service, or by telecopier, and addressed in each case as
specified on Schedule II to the Sale and Servicing Agreement or at such other address as shall be designated by any of the foregoing in a written notice to the other parties hereto. Delivery shall occur only upon receipt or reported tender of
such communication by an officer of the recipient entitled to receive such notices located at the address of such recipient for notices hereunder. 
  
 SECTION 11.5 Notices to Noteholders; Waiver. Where this Indenture provides for notice to Noteholders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class, postage prepaid or via Electronic Transmission to each Noteholder affected by such event, at his address as it appears on the Note Register, not
later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Noteholders is given by mail, neither the 

  


					
	 	  	47	  	2004-3 Indenture









 
failure to mail such notice nor any defect in any notice so mailed to any particular Noteholder shall affect the sufficiency of such notice with respect to
other Noteholders, and any notice that is mailed in the manner herein provided shall conclusively be presumed to have been duly given. 
  
 Where this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before
or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Noteholders shall be filed with the Indenture Trustee but such filing shall not be a condition precedent to the validity of any action taken in reliance
upon such a waiver. 
  
 In case, by reason of the suspension of
regular mail service as a result of a strike, work stoppage or similar activity, it shall be impractical to mail notice of any event to Noteholders when such notice is required to be given pursuant to any provision of this Indenture, then any manner
of giving such notice as shall be satisfactory to the Indenture Trustee shall be deemed to be a sufficient giving of such notice. 
  
 Where this Indenture provides for notice to the Rating Agencies, failure to give such notice shall not affect any other rights or obligations created
hereunder, and shall not under any circumstance constitute a Default or an Event of Default. 
  
 SECTION 11.6 Alternate Payment and Notice Provisions. Notwithstanding any provision of this Indenture or any of the Notes to the contrary, the Issuer may enter into any agreement with any Noteholder providing
for a method of payment, or notice by the Indenture Trustee or any Paying Agent to such Noteholder, that is different from the methods provided for in this Indenture for such payments or notices, provided that such methods are reasonable and
consented to by the Indenture Trustee (which consent shall not be unreasonably withheld). The Issuer will furnish to the Indenture Trustee a copy of each such agreement and the Indenture Trustee will cause payments to be made and notices to be given
in accordance with such agreements. 
  
 SECTION 11.7 Conflict
with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with another provision hereof that is required to be included in this Indenture by any of the provisions of the Trust Indenture Act, such required provision shall
control. 
  
 The provisions of TIA §§ 310 through 317
that impose duties on any person (including the provisions automatically deemed included herein unless expressly excluded by this Indenture) are a part of and govern this Indenture, whether or not physically contained herein. 
  
 SECTION 11.8 Information Requests. The parties hereto shall provide
any information reasonably requested by the Servicer, the Issuer, the Seller or any of their Affiliates, in order to comply with or obtain more favorable treatment under any current or future law, rule, regulation, accounting rule or principle.

  
 SECTION 11.9 Effect of Headings and Table of Contents.
The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. 
  


					
	 	  	48	  	2004-3 Indenture









 SECTION 11.10 Successors and Assigns. All covenants and agreements in this Indenture and the Notes
by the Issuer shall bind its successors and assigns, whether so expressed or not. All agreements of the Indenture Trustee in this Indenture shall bind its successors. 
  
 SECTION 11.11 Separability. In case any provision in this Indenture or in the Notes shall be invalid, illegal or
unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
  
 SECTION 11.12 Benefits of Indenture. Nothing in this Indenture or in the Notes, express or implied, shall give to any Person, other than the
parties hereto and their successors hereunder, the Noteholders, and any other party secured hereunder, and any other Person with an ownership interest in any part of the Trust Estate, any benefit or any legal or equitable right, remedy or claim
under this Indenture. 
  
 SECTION 11.13 Legal Holidays. In
any case where the date on which any payment is due shall not be a Business Day, then (notwithstanding any other provision of the Notes or this Indenture) payment need not be made on such date, but may be made on the next succeeding Business Day
with the same force and effect as if made on the date on which nominally due, and no interest shall accrue for the period from and after any such nominal date. 
  

SECTION 11.14 GOVERNING LAW. THIS INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING, SECTIONS 5-1401
AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW BUT EXCLUDING TO THE MAXIMUM EXTENT PERMITTED BY LAW ALL OTHER CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS. 
  
 SECTION 11.15 Counterparts. This Indenture
may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 
  
 SECTION 11.16 Recording of Indenture. If this Indenture is subject to
recording in any appropriate public recording offices, such recording is to be effected by the Issuer and at its expense accompanied by an Opinion of Counsel (which may be counsel to the Indenture Trustee or any other counsel reasonably acceptable
to the Indenture Trustee) to the effect that such recording is necessary either for the protection of the Noteholders or any other Person secured hereunder or for the enforcement of any right or remedy granted to the Indenture Trustee under this
Indenture. 
  
 SECTION 11.17 Trust Obligation. Each
Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner or a beneficial interest in a Note, by accepting the benefits of this Agreement, covenants and agrees that no recourse may be taken, directly or indirectly, with
respect to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Indenture Trustee or the
Owner Trustee in their respective individual capacities, (ii) any Residual Interestholder or any other owner of a beneficial interest in the 

  


					
	 	  	49	  	2004-3 Indenture









 
Issuer, (iii) the Servicer, the Administrator or the Seller or (iv) any partner, owner, beneficiary, agent, officer, director, employee, successor or assign
of any Person described in clauses (i), (ii) and (iii) above, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their individual
capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to
such entity. 
  
 SECTION 11.18 No Petition. Each of the
Indenture Trustee, by entering into this Indenture, and each Noteholder and Note Owner, by accepting a Note or, in the case of a Note Owner, a beneficial interest in a Note, hereby covenants and agrees that prior to the date which is one year and
one day after payment in full of all obligations of each Bankruptcy Remote Party in respect of all securities issued by the Bankruptcy Remote Parties, (i) such party shall not authorize any Bankruptcy Remote Party to commence a voluntary winding-up
or other voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to such Bankruptcy Remote Party or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect in any
jurisdiction or seeking the appointment of an administrator, a trustee, receiver, liquidator, custodian or other similar official with respect to such Bankruptcy Remote Party or any substantial part of its property or to consent to any such relief
or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against such Bankruptcy Remote Party, or to make a general assignment for the benefit of, its creditors generally, any party
hereto or any other creditor of such Bankruptcy Remote Party, and (ii) none of the parties hereto shall commence, join or institute against, with any other Person, any proceeding against such Bankruptcy Remote Party under any bankruptcy,
reorganization, arrangement, liquidation or insolvency law or statute now or hereafter in effect in any jurisdiction. 
  
 SECTION 11.19 Intent. 
  
 (a) It is the intent of the Issuer that the Notes constitute indebtedness for all financial accounting purposes and the Issuer agrees and each purchaser
of a Note (by virtue of the acquisition of such Note or an interest therein) shall be deemed to have agreed, to treat the Notes as indebtedness for all financial accounting purposes. 
  
 (b) It is the intent of the Issuer that the Notes constitute indebtedness of the Issuer for all tax purposes and the Issuer
agrees and each purchaser of a Note (by virtue of the acquisition of such Note or an interest therein) shall be deemed to have agreed to treat the Notes as indebtedness for all federal, state and local income and franchise tax purposes. 

 
 SECTION 11.20 Submission to Jurisdiction; Waiver of Jury Trial.
Each of the parties hereto hereby irrevocably and unconditionally: 
  
 (a) submits for itself and its property in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to
the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof; 
  


					
	 	  	50	  	2004-3 Indenture









 (b) consents that any such action or proceeding may be brought in such courts and waives any objection
that it may now or hereafter have to the venue of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; 
  
 (c) agrees that service of process in any such action or proceeding may be
effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11.4 of this Agreement; 
  
 (d) agrees that nothing herein shall affect the right to effect service of
process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and 
  
 (e) to the extent permitted by applicable law, waives all right of trial by jury in any action, proceeding or counterclaim based on, or arising out of,
under or in connection with this Indenture, any other Transaction Document, or any matter arising hereunder or thereunder. 
  
 SECTION 11.21 Subordination of Claims. The Issuer’s obligations under this Indenture are obligations solely of the Issuer and will not
constitute a claim against the Seller to the extent that the Issuer does not have funds sufficient to make payment of such obligations. In furtherance of and not in derogation of the foregoing, each of the Owner Trustee (in its individual capacity
and as the Owner Trustee), by accepting the benefits of this agreement, a Certificateholder, by accepting a Certificate, and Indenture Trustee (in its individual capacity and as Indenture Trustee), by entering into this Indenture, and each
Noteholder and each Note Owner, by accepting the benefits of this Indenture, hereby acknowledges and agrees that such Person has no right, title or interest in or to the Other Assets of the Seller. To the extent that, notwithstanding the agreements
and provisions contained in the preceding sentence, each of the Owner Trustee, the Indenture Trustee, each Noteholder or Note Owner and any Certificateholder either (i) asserts an interest or claim to, or benefit from, Other Assets, or (ii) is
deemed to have any such interest, claim to, or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy
Code or any successor provision having similar effect under the Bankruptcy Code), then such Person further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and will be expressly subordinated to the
indefeasible payment in full, which, under the terms of the relevant documents relating to the securitization or conveyance of such Other Assets, are entitled to be paid from, entitled to the benefits of, or otherwise secured by such Other Assets
(whether or not any such entitlement or security interest is legally perfected or otherwise entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Seller),
including the payment of post-petition interest on such other obligations and liabilities. This subordination agreement will be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. Each of the Indenture
Trustee (in its individual capacity and as the Indenture Trustee), by entering into or accepting this agreement, a Certificateholder, by accepting a Certificate, and the Owner Trustee, and each Noteholder or Note Owner, by accepting the benefits of
this Indenture, hereby further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section and the terms of this Section may be enforced 

  


					
	 	  	51	  	2004-3 Indenture









 
by an action for specific performance. The provisions of this Section will be for the third party benefit of those entitled to rely thereon and will survive
the termination of this Indenture. 
  
 SECTION 11.22 Limitation
of Liability of Owner Trustee. It is expressly understood and agreed by and between the parties hereto that (i) this Indenture is executed and delivered by Wilmington Trust Company, not in its individual capacity but solely as Owner Trustee
under the Trust Agreement in the exercise of the power and authority conferred and vested in it as such Owner Trustee, (ii) each of the representations, undertakings and agreements made herein by the Issuer are not personal representations,
undertakings and agreements of Wilmington Trust Company, but are binding only on the trust estate created pursuant to the Trust Agreement, (iii) nothing contained herein shall be construed as creating any liability on Wilmington Trust Company,
individually or personally, to perform any covenant of the Issuer either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any person claiming by, through or under any such party,
and (iv) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or
undertaken by the Issuer under this Indenture. 
  
 [Remainder of
Page Intentionally Left Blank] 
  


					
	 	  	52	  	2004-3 Indenture









  
 IN WITNESS WHEREOF, the
Issuer and the Indenture Trustee have caused this Indenture to be duly executed by their respective officers, thereunto duly authorized, all as of the day and year first above written. 
  

			
	CAPITAL ONE PRIME AUTO RECEIVABLES TRUST 2004-3
		
	By:	 	 WILMINGTON TRUST COMPANY, not in its
 individual
capacity but solely as Owner Trustee

		
	By:	 	/s/    DONALD G.
MACKELCAN        
	 Name:
	 	Donald G. MacKelcan
	 Title:
	 	Senior Vice President
	
	JPMORGAN CHASE BANK, N.A., a national banking association, not in its individual capacity but solely as the Indenture Trustee
		
	By:	 	/s/    ARANKA R. PAUL        
	 Name:
	 	Aranka R. Paul
	 Title:
	 	Assistant Vice President


  


					
	 	  	53	  	2004-3 Indenture









  
 EXHIBIT A 

 
 Form of Notes 







  
 CLASS A-1 NOTE 
  

			
	 REGISTERED
	 	 $                                1

	 No. R-            
	 	 CUSIP NO. 14041P AW 6

	 	 	 ISIN. US14041PAW68


  
 UNLESS THIS NOTE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
  
 THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. 
  
 CAPITAL ONE
PRIME AUTO RECEIVABLES TRUST 2004-3 
  
 2.51685% CLASS A-1 AUTO
LOAN ASSET BACKED NOTE 
  
 Capital One Prime Auto Receivables
Trust 2004-3, a statutory trust organized and existing under the laws of the State of Delaware (including any successor, the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the
principal sum of                                  DOLLARS
($                                ), in monthly installments on the 15th of each
month, or if such day is not a Business Day, on the immediately succeeding Business Day, commencing on January 18, 2005 (each, a “Payment Date”) until the principal of this Note is paid or made available for payment,
and to pay interest due and payable on each Payment Date on the Class A-1 Note Balance as of the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), or as of the Closing Date in the case of
the first Payment Date, at the rate per annum shown above (the “Interest Rate”), in each case as and to the extent set forth in Sections 2.7, 3.1, 5.4(b) and 8.2 of the Indenture and Section 4.4 of the
Sale and Servicing Agreement; provided, however, that the entire Class A-1 Note Balance shall be due and payable on the earliest of December 15, 2005 (the “Final Scheduled Payment Date”), (ii) the Redemption Date, if
any, pursuant to Section 10.1 of the Indenture and (iii) the date the Notes are accelerated after an Event of Default pursuant to Section 5.2 of the Indenture. Interest on this Note will accrue for each Payment Date from and including
the preceding Payment Date (or, in the case of the initial Payment Date, from and 


	1	Denominations of $1,000 and integral multiples of $1,000 in excess thereof. 

  









 including the Closing Date) to but excluding such Payment Date. Interest will be computed on the basis of the actual
number of days elapsed and a 360-day year. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. 
  
 The principal of and interest on this Note are payable in such coin or currency of the United States as at the time of payment is legal tender for payment
of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. 
  
 Reference is made to the further provisions of this Note set forth on the
reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. 
  
 Unless the certificate of authentication hereon has been executed by the Indenture Trustee the name of which appears below by manual signature, this Note
shall not be entitled to any benefit under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose. 
  









  
 IN WITNESS WHEREOF, the
Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer. 
  
 Dated: December         , 2004 
  

			
	CAPITAL ONE PRIME AUTO RECEIVABLES TRUST 2004-3
		
	By:	 	Wilmington Trust Company, not in its individual capacity but solely as Owner Trustee
		
	By:	 	 



			
	 Name:
	 	 



			
	 Title:
	 	 


  









  
 INDENTURE TRUSTEE’S
CERTIFICATE OF AUTHENTICATION 
  
 This is one of the Notes
designated above and referred to in the within-mentioned Indenture. 
  
 Dated:
December         , 2004 
  

			
	
	JPMORGAN CHASE BANK, N.A.,
a national banking association, not in its individual capacity but solely as Indenture Trustee
		
	By:	 	 
	 	 	 Authorized Signatory



  









  
 [REVERSE OF NOTE]

  
 This Note is one of a duly authorized issue of Notes of the
Issuer, designated as its 2.51685% Class A-1 Auto Loan Asset-Backed Notes (herein called the “A-1 Notes” or the “Notes”), all issued under an Indenture dated as of December 9, 2004 (such Indenture, as supplemented
or amended, is herein called the “Indenture”), between the Issuer and JPMorgan Chase Bank, N.A., a national banking association, not in its individual capacity but solely as trustee (the “Indenture Trustee”), which
term includes any successor Indenture Trustee under the Indenture, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Noteholders. The Notes are subject to all terms of the Indenture and the Sale and Servicing Agreement. All terms used in this Note that are not otherwise defined herein and that are defined in the Indenture or the Sale and Servicing
Agreement shall have the meanings assigned to them in Appendix A of the Sale and Servicing Agreement. 
  
 The Class A Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture. The Class B
Notes are subordinated to the Class A Notes, and are secured by the collateral pledged as security therefor on a subordinated basis as provided in the Indenture. All covenants and agreements made by the Issuer in the Indenture are for the benefit of
the Holders of the Class A Notes and the Class B Notes. 
  
 Principal payable on the Notes will be paid on each Payment Date in the amount specified in the Indenture and in the Sale and Servicing Agreement. As described above, that the entire Class A-1 Note Balance shall be due and payable on the
earliest of (i) the Final Scheduled Payment Date, (ii) the Redemption Date, if any, pursuant to Section 10.1 of the Indenture and (iii) the date the Notes are accelerated after an Event of Default pursuant to Section 5.2 of the
Indenture. All principal payments on the Class A-1 Notes shall be made pro rata to the Class A-1 Noteholders entitled thereto. 
  
 Payments of principal of and interest on this Note due and payable on each Payment Date, Redemption Date or upon acceleration shall be made by check
mailed to the Person whose name appears as the registered Holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on the related Record Date, except that with respect to Notes registered on the Record
Date in the name of the nominee of the Depository (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the
Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note (or
any one or more Predecessor Notes) affected by any payments made on any Payment Date or Redemption Date shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in
lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the remaining unpaid principal amount of this Note on a Payment Date or Redemption Date, then the Indenture
Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the registered Holder hereof as of the Record Date preceding such Payment Date or Redemption Date by notice mailed prior to such Payment Date or Redemption Date and
the amount then due and payable shall be payable 

  









 
only upon presentation and surrender of this Note at the Corporate Trust Office of the Indenture Trustee or at the office of the Indenture Trustee’s
agent appointed for such purposes located in The City of New York. 
  
 Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the
Issuer, the Seller, the Servicer, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Seller, the Servicer, the Indenture
Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Seller, the Servicer, the Indenture Trustee
or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Seller, the Servicer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Seller, the Servicer, the Indenture Trustee
or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their individual capacity) and except that any
such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. 
  
 It is the intent of the Seller, the Servicer, the Noteholders and the Note
Owners that, for purposes of federal and state income tax and any other tax measured in whole or in part by income, the Notes will qualify as indebtedness of the Issuer. The Noteholders, by acceptance of a Note, agree to treat, and to take no action
inconsistent with the treatment of, the Notes for such tax purposes as indebtedness of the Issuer. 
  
 Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that, prior
to the date which is one year and one day after payment in full of all obligations of each Bankruptcy Remote Party in respect of all securities issued by any Bankruptcy Remote Party (i) such party shall not authorize any Bankruptcy Remote Party to
commence a voluntary winding-up or other voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to such Bankruptcy Remote Party or its debts under any bankruptcy, insolvency or other similar law now or
hereafter in effect in any jurisdiction or seeking the appointment of an administrator, a trustee, receiver, liquidator, custodian or other similar official with respect to such Bankruptcy Remote Party or any substantial part of its property or to
consent to any such relief or to the appointment of or taking possession by any such official in any involuntary case or other proceeding commenced against such Bankruptcy Remote Party, or to make a general assignment for the benefit of, its
creditors generally, any party hereto or any other creditor of such Bankruptcy Remote Party, and (ii) none of the parties hereto shall commence or join with any other Person in commencing any proceeding against such Bankruptcy Remote Party under any
bankruptcy, reorganization, liquidation or insolvency law or statute now or hereafter in effect in any jurisdiction. 
  
 This Note and the Indenture shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions,
and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws. 
  









 No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or
impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. 
  









 ASSIGNMENT 
  
 Social Security or taxpayer I.D. or other identifying number of assignee _________________________________________________ 
  
 ___________________________________________________________________________________________________________ 
  
 FOR VALUE RECEIVED, the undersigned hereby sells, 
  

			
	assigns and transfers unto	  	___________________________________________________________________________________________
	 	  	(name and address of assignee)

  
 the within Note and all rights
thereunder, and hereby irrevocably constitutes and appoints
                                , attorney, to transfer said Note on the books
kept for registration thereof, with full power of substitution in the premises. 
  

							
	Dated:                                 	  	 	 	*/	 	 
				
	 	  	 	 	 	 	 
	 	  	 Signature Guaranteed:

			
	 	  	          ______________________________________________	 	 
	 	  	 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements
include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934,
as amended.




	*/	NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular without alteration,
enlargement or any change whatsoever. 

  









 CLASS A-2 NOTE 
  

					
	REGISTERED	  	$                                      
      1	 	 
	No. R-            	  	CUSIP NO. 14041P AX 4	 	 
	 	  	ISIN. US14041PAX42	 	 

  
 UNLESS THIS NOTE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
  
 THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. 
  
 CAPITAL ONE
PRIME AUTO RECEIVABLES TRUST 2004-3 
  
 3.04% CLASS A-2 AUTO LOAN
ASSET BACKED NOTE 
  
 Capital One Prime Auto Receivables Trust
2004-3, a statutory trust organized and existing under the laws of the State of Delaware (including any successor, the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum
of                                  DOLLARS
($                                ), in monthly installments on the 15th of each
month, or if such day is not a Business Day, on the immediately succeeding Business Day, commencing on January 18, 2005 (each, a “Payment Date”) until the principal of this Note is paid or made available for payment, and to pay
interest due and payable on each Payment Date on the Class A-2 Note Balance as of the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), or as of the Closing Date in the case of the first
Payment Date, at the rate per annum shown above (the “Interest Rate”), in each case as and to the extent set forth in Sections 2.7, 3.1, 5.4(b) and 8.2 of the Indenture and Section 4.4 of the Sale and
Servicing Agreement; provided, however, that the entire Class A-2 Note Balance shall be due and payable on the earliest of (i) July 16, 2007 (the “Final Scheduled Payment Date”), (ii) the Redemption Date, if any,
pursuant to Section 10.1 of the Indenture and (iii) the date the Notes are accelerated after an Event of Default pursuant to Section 5.2 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the
preceding Payment Date (or, in the case of the initial Payment Date, from and 


	1	Denominations of $1,000 and integral multiples of $1,000 in excess thereof. 

  









 including the Closing Date) to but excluding such Payment Date. Interest will be computed on the basis of a 360-day year
of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. 
  
 The principal of and interest on this Note are payable in such coin or currency of the United States as at the time of payment is legal tender for payment
of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. 
  
 Reference is made to the further provisions of this Note set forth on the
reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. 
  
 Unless the certificate of authentication hereon has been executed by the Indenture Trustee the name of which appears below by manual signature, this Note
shall not be entitled to any benefit under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose. 
  









 IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its
Authorized Officer. 
  
 Dated: December     , 2004

  

			
	CAPITAL ONE PRIME AUTO RECEIVABLES TRUST 2004-3
		
	By:	 	Wilmington Trust Company, not in its individual capacity but solely as Owner Trustee
	 	 	 
		
	By:	 	 



			
	Name:	 	 



			
	Title:	 	 


  









 INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION 
  
 This is one of the Notes designated above and referred to in the
within-mentioned Indenture. 
  
 Dated: December     ,
2004 
  

			
	 JPMORGAN CHASE BANK, N.A.,
 a national
banking association, not in its individual capacity but solely as Indenture Trustee

		
	By:	 	 
	 	 	 Authorized Signatory



  









 [REVERSE OF NOTE] 
  

This Note is one of a duly authorized issue of Notes of the Issuer, designated as its 3.04% Class A-2 Auto Loan Asset-Backed Notes (herein called the
“A-2 Notes” or the “Notes”), all issued under an Indenture dated as of December 9, 2004 (such Indenture, as supplemented or amended, is herein called the “Indenture”), between the Issuer and
JPMorgan Chase Bank, N.A., a national banking association, not in its individual capacity but solely as trustee (the “Indenture Trustee”), which term includes any successor Indenture Trustee under the Indenture, to which Indenture
and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Noteholders. The Notes are subject to all terms of the Indenture and
the Sale and Servicing Agreement. All terms used in this Note that are not otherwise defined herein and that are defined in the Indenture or the Sale and Servicing Agreement shall have the meanings assigned to them in Appendix A of the Sale and
Servicing Agreement. 
  
 The Class A Notes are and will be equally
and ratably secured by the collateral pledged as security therefor as provided in the Indenture. The Class B Notes are subordinated to the Class A Notes, and are secured by the collateral pledged as security therefor on a subordinated basis as
provided in the Indenture. All covenants and agreements made by the Issuer in the Indenture are for the benefit of the Holders of the Class A Notes and the Class B Notes. 
  
 Principal payable on the Notes will be paid on each Payment Date in the amount specified in the Indenture and in the Sale
and Servicing Agreement. As described above, that the entire Class A-2 Note Balance shall be due and payable on the earliest of (i) the Final Scheduled Payment Date, (ii) the Redemption Date, if any, pursuant to Section 10.1 of the Indenture
and (iii) the date the Notes are accelerated after an Event of Default pursuant to Section 5.2 of the Indenture. All principal payments on the Class A-2 Notes shall be made pro rata to the Class A-2 Noteholders entitled thereto. 

 
 Payments of principal of and interest on this Note due and payable on each
Payment Date, Redemption Date or upon acceleration shall be made by check mailed to the Person whose name appears as the registered Holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on the
related Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of the Depository (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds
to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Note be submitted for
notation of payment. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) affected by any payments made on any Payment Date or Redemption Date shall be binding upon all future Holders of this Note and of any Note
issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the remaining unpaid principal amount
of this Note on a Payment Date or Redemption Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the registered Holder hereof as of the Record Date preceding such Payment Date or Redemption
Date by notice mailed prior to such Payment Date or Redemption Date and the amount then due and payable shall be payable 

  









 
only upon presentation and surrender of this Note at the Corporate Trust Office of the Indenture Trustee or at the office of the Indenture Trustee’s
agent appointed for such purposes located in The City of New York. 
  
 Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the
Issuer, the Seller, the Servicer, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Seller, the Servicer, the Indenture
Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Seller, the Servicer, the Indenture Trustee
or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Seller, the Servicer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Seller, the Servicer, the Indenture Trustee
or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their individual capacity) and except that any
such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. 
  
 It is the intent of the Seller, the Servicer, the Noteholders and the Note
Owners that, for purposes of federal and state income tax and any other tax measured in whole or in part by income, the Notes will qualify as indebtedness of the Issuer. The Noteholders, by acceptance of a Note, agree to treat, and to take no action
inconsistent with the treatment of, the Notes for such tax purposes as indebtedness of the Issuer. 
  
 Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that prior
to the date which is one year and one day after payment in full of all obligations of each Bankruptcy Remote Party in respect of all securities issued by any Bankruptcy Remote Party (i) such party shall not authorize any Bankruptcy Remote Party to
commence a voluntary winding-up or other voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to such Bankruptcy Remote Party or its debts under any bankruptcy, insolvency or other similar law now or
hereafter in effect in any jurisdiction or seeking the appointment of an administrator, a trustee, receiver, liquidator, custodian or other similar official with respect to such Bankruptcy Remote Party or any substantial part of its property or to
consent to any such relief or to the appointment of or taking possession by any such official in any involuntary case or other proceeding commenced against such Bankruptcy Remote Party, or to make a general assignment for the benefit of, its
creditors generally, any party hereto or any other creditor of such Bankruptcy Remote Party, and (ii) none of the parties hereto shall commence or join with any other Person in commencing any proceeding against such Bankruptcy Remote Party under any
bankruptcy, reorganization, liquidation or insolvency law or statute now or hereafter in effect in any jurisdiction. 
  
 This Note and the Indenture shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions,
and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws. 
  









 No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or
impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. 
  









 ASSIGNMENT 
  
 Social Security or taxpayer I.D. or other identifying number of assignee
                                        
                                        
             
  
                                       
                                        
                                        
                                        
                                        
                                        
                    
  
 FOR VALUE RECEIVED, the undersigned hereby sells, 
  

			
	assigns and transfers unto	  	________________________________________________________________________________________
	 	  	(name and address of assignee)

  
 the within Note and all rights
thereunder, and hereby irrevocably constitutes and appoints
                                    , attorney, to transfer
said Note on the books kept for registration thereof, with full power of substitution in the premises. 
  

							
	Dated:                                 	  	 	 	*/	 	 
				
	 	  	 	 	 	 	 
	 	  	 Signature Guaranteed:

			
	 	  	          ______________________________________________	 	 
	 	  	 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements
include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934,
as amended.




	*/	NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular without alteration,
enlargement or any change whatsoever. 

  









 CLASS A-3 NOTE 
  

					
	REGISTERED	  	$                                      
      1	 	 
	No. R-            	  	CUSIP NO. 14041P AY 2	 	 
	 	  	ISIN. US14041PAY25	 	 

  
 UNLESS THIS NOTE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
  
 THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. 
  
 CAPITAL ONE
PRIME AUTO RECEIVABLES TRUST 2004-3 
  
 3.39% CLASS A-3 AUTO LOAN
ASSET BACKED NOTE 
  
 Capital One Prime Auto Receivables Trust
2004-3, a statutory trust organized and existing under the laws of the State of Delaware (including any successor, the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum
of
                                        
     DOLLARS
($                                       
     ), in monthly installments on the 15th of each month, or if such day is not a Business Day, on the immediately succeeding Business Day, commencing on January 18, 2005 (each, a “Payment Date”) until
the principal of this Note is paid or made available for payment, and to pay interest due and payable on each Payment Date on the Class A-3 Note Balance as of the preceding Payment Date (after giving effect to all payments of principal made on the
preceding Payment Date), or as of the Closing Date in the case of the first Payment Date, at the rate per annum shown above (the “Interest Rate”), in each case as and to the extent set forth in Sections 2.7, 3.1,
5.4(b) and 8.2 of the Indenture and Section 4.4 of the Sale and Servicing Agreement; provided, however, that the entire Class A-3 Note Balance shall be due and payable on the earliest of (i) January 15, 2009 (the
“Final Scheduled Payment Date”), (ii) the Redemption Date, if any, pursuant to Section 10.1 of the Indenture and (iii) the date the Notes are accelerated after an Event of Default pursuant to Section 5.2 of the
Indenture. Interest on this Note will accrue for each Payment Date from and including the preceding Payment Date (or, in the case of the initial Payment Date, from and 


	1	Denominations of $1,000 and integral multiples of $1,000 in excess thereof. 

  









 including the Closing Date) to but excluding such Payment Date. Interest will be computed on the basis of a 360-day year
of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. 
  
 The principal of and interest on this Note are payable in such coin or currency of the United States as at the time of payment is legal tender for payment
of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. 
  
 Reference is made to the further provisions of this Note set forth on the
reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. 
  
 Unless the certificate of authentication hereon has been executed by the Indenture Trustee the name of which appears below by manual signature, this Note
shall not be entitled to any benefit under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose. 
  









 IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its
Authorized Officer. 
  
 Dated: December     , 2004

  

			
	CAPITAL ONE PRIME AUTO RECEIVABLES TRUST 2004-3
		
	By:	 	Wilmington Trust Company, not in its individual capacity but solely as Owner Trustee
	 	 	 
		
	By:	 	 



			
	Name:	 	 



			
	Title:	 	 


  









 INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION 
  
 This is one of the Notes designated above and referred to in the
within-mentioned Indenture. 
  
 Dated: December     ,
2004 
  

			
	 JPMORGAN CHASE BANK, N.A.,
 a national
banking association, not in its individual capacity but solely as Indenture Trustee

		
	By:	 	 
	 	 	 Authorized Signatory



  









 [REVERSE OF NOTE] 
  

This Note is one of a duly authorized issue of Notes of the Issuer, designated as its 3.39% Class A-3 Auto Loan Asset-Backed Notes (herein called the
“A-3 Notes” or the “Notes”), all issued under an Indenture dated as of December 9, 2004 (such Indenture, as supplemented or amended, is herein called the “Indenture”), between the Issuer and
JPMorgan Chase Bank, N.A., a national banking association, not in its individual capacity but solely as trustee (the “Indenture Trustee”), which term includes any successor Indenture Trustee under the Indenture, to which Indenture
and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Noteholders. The Notes are subject to all terms of the Indenture and
the Sale and Servicing Agreement. All terms used in this Note that are not otherwise defined herein and that are defined in the Indenture or the Sale and Servicing Agreement shall have the meanings assigned to them in Appendix A of the Sale and
Servicing Agreement. 
  
 The Class A Notes are and will be equally
and ratably secured by the collateral pledged as security therefor as provided in the Indenture. The Class B Notes are subordinated to the Class A Notes, and are secured by the collateral pledged as security therefor on a subordinated basis as
provided in the Indenture. All covenants and agreements made by the Issuer in the Indenture are for the benefit of the Holders of the Class A Notes and the Class B Notes. 
  
 Principal payable on the Notes will be paid on each Payment Date in the amount specified in the Indenture and in the Sale
and Servicing Agreement. As described above, that the entire Class A-3 Note Balance shall be due and payable on the earliest of (i) the Final Scheduled Payment Date, (ii) the Redemption Date, if any, pursuant to Section 10.1 of the Indenture
and (iii) the date the Notes are accelerated after an Event of Default pursuant to Section 5.2 of the Indenture. All principal payments on the Class A-3 Notes shall be made pro rata to the Class A-3 Noteholders entitled thereto. 

 
 Payments of principal of and interest on this Note due and payable on each
Payment Date, Redemption Date or upon acceleration shall be made by check mailed to the Person whose name appears as the registered Holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on the
related Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of the Depository (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds
to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Note be submitted for
notation of payment. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) affected by any payments made on any Payment Date or Redemption Date shall be binding upon all future Holders of this Note and of any Note
issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the remaining unpaid principal amount
of this Note on a Payment Date or Redemption Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the registered Holder hereof as of the Record Date preceding such Payment Date or Redemption
Date by notice mailed prior to such Payment Date or Redemption Date and the amount then due and payable shall be payable 

  









 
only upon presentation and surrender of this Note at the Corporate Trust Office of the Indenture Trustee or at the office of the Indenture Trustee’s
agent appointed for such purposes located in The City of New York. 
  
 Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the
Issuer, the Seller, the Servicer, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Seller, the Servicer, the Indenture
Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Seller, the Servicer, the Indenture Trustee
or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Seller, the Servicer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Seller, the Servicer, the Indenture Trustee
or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their individual capacity) and except that any
such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. 
  
 It is the intent of the Seller, the Servicer, the Noteholders and the Note
Owners that, for purposes of federal and state income tax and any other tax measured in whole or in part by income, the Notes will qualify as indebtedness of the Issuer. The Noteholders, by acceptance of a Note, agree to treat, and to take no action
inconsistent with the treatment of, the Notes for such tax purposes as indebtedness of the Issuer. 
  
 Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that, prior
to the date which is one year and one day after payment in full of all obligations of each Bankruptcy Remote Party in respect of all securities issued by any Bankruptcy Remote Party (i) such party shall not authorize any Bankruptcy Remote Party to
commence a voluntary winding-up or other voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to such Bankruptcy Remote Party or its debts under any bankruptcy, insolvency or other similar law now or
hereafter in effect in any jurisdiction or seeking the appointment of an administrator, a trustee, receiver, liquidator, custodian or other similar official with respect to such Bankruptcy Remote Party or any substantial part of its property or to
consent to any such relief or to the appointment of or taking possession by any such official in any involuntary case or other proceeding commenced against such Bankruptcy Remote Party, or to make a general assignment for the benefit of, its
creditors generally, any party hereto or any other creditor of such Bankruptcy Remote Party, and (ii) none of the parties hereto shall commence or join with any other Person in commencing any proceeding against such Bankruptcy Remote Party under any
bankruptcy, reorganization, liquidation or insolvency law or statute now or hereafter in effect in any jurisdiction. 
  
 This Note and the Indenture shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions,
and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws. 
  









 No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or
impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. 
  









 ASSIGNMENT 
  
 Social Security or taxpayer I.D. or other identifying number of assignee _________________________________________________ 
  
                                       
                                        
                                        
                                        
                                        
                                        
                    
  
 FOR VALUE RECEIVED, the undersigned hereby sells, 
  
 assigns and transfers unto
                                        
                                        
                                        
                                        
            
 (name and address of assignee) 
  
 the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints
                                , attorney, to transfer said Note on the books
kept for registration thereof, with full power of substitution in the premises. 
  
 Dated:                         
                                        
                 */ 
  

	
	 Signature Guaranteed:

	
	 
	Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP
or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.




	*/	NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular without alteration,
enlargement or any change whatsoever. 

  









 CLASS A-4 NOTE 
  

				
	 REGISTERED
	  	$	                                      
              1
	 No. R-            
	  	 	CUSIP NO. 14041P AZ 9
	 	  	 	ISIN. US14041PAZ99

  
 UNLESS THIS NOTE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
  
 THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. 
  
 CAPITAL ONE
PRIME AUTO RECEIVABLES TRUST 2004-3 
  
 3.69% CLASS A-4 AUTO LOAN
ASSET BACKED NOTE 
  
 Capital One Prime Auto Receivables Trust
2004-3, a statutory trust organized and existing under the laws of the State of Delaware (including any successor, the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum
of                                  DOLLARS
($                        ), in monthly installments on the 15th of each month, or if such day is not a Business Day, on
the immediately succeeding Business Day, commencing on January 18, 2005 (each, a “Payment Date”) until the principal of this Note is paid or made available for payment, and to pay interest due and payable on each Payment Date on the
Class A-4 Note Balance as of the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), or as of the Closing Date in the case of the first Payment Date, at the rate per annum shown above (the
“Interest Rate”), in each case as and to the extent set forth in Sections 2.7, 3.1, 5.4(b) and 8.2 of the Indenture and Section 4.4 of the Sale and Servicing Agreement; provided, however,
that the entire Class A-4 Note Balance shall be due and payable on the earliest of (i) June 15, 2010 (the “Final Scheduled Payment Date”), (ii) the Redemption Date, if any, pursuant to Section 10.1 of the Indenture and (iii)
the date the Notes are accelerated after an Event of Default pursuant to Section 5.2 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the preceding Payment Date (or, in the case of the initial
Payment Date, from and 


	1	Denominations of $1,000 and integral multiples of $1,000 in excess thereof. 

  









 including the Closing Date) to but excluding such Payment Date. Interest will be computed on the basis of a 360-day year
of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. 
  
 The principal of and interest on this Note are payable in such coin or currency of the United States as at the time of payment is legal tender for payment
of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. 
  
 Reference is made to the further provisions of this Note set forth on the
reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. 
  
 Unless the certificate of authentication hereon has been executed by the Indenture Trustee the name of which appears below by manual signature, this Note
shall not be entitled to any benefit under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose. 
  









 IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its
Authorized Officer. 
  
 Dated: December     , 2004

  

			
	CAPITAL ONE PRIME AUTO RECEIVABLES TRUST 2004-3
		
	 By:
	 	Wilmington Trust Company, not in its individual capacity but solely as Owner Trustee
		
	By:	 	 
	 Name:
	 	 
	 Title:
	 	 


  









 INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION 
  
 This is one of the Notes designated above and referred to in the
within-mentioned Indenture. 
  
 Dated: December     ,
2004 
  

			
	JPMORGAN CHASE BANK, N.A.,
	a national banking association, not in its individual capacity but solely as Indenture Trustee
		
	 By:
	 	 
	 	 	 Authorized Signatory



  









 [REVERSE OF NOTE] 
  

This Note is one of a duly authorized issue of Notes of the Issuer, designated as its 3.69% Class A-4 Auto Loan Asset-Backed Notes (herein called the
“A-4 Notes” or the “Notes”), all issued under an Indenture dated as of December 9, 2004 (such Indenture, as supplemented or amended, is herein called the “Indenture”), between the Issuer and
JPMorgan Chase Bank, N.A., a national banking association, not in its individual capacity but solely as trustee (the “Indenture Trustee”), which term includes any successor Indenture Trustee under the Indenture, to which Indenture
and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Noteholders. The Notes are subject to all terms of the Indenture and
the Sale and Servicing Agreement. All terms used in this Note that are not otherwise defined herein and that are defined in the Indenture or the Sale and Servicing Agreement shall have the meanings assigned to them in Appendix A of the Sale and
Servicing Agreement. 
  
 The Class A Notes are and will be equally
and ratably secured by the collateral pledged as security therefor as provided in the Indenture. The Class B Notes are subordinated to the Class A Notes, and are secured by the collateral pledged as security therefor on a subordinated basis as
provided in the Indenture. All covenants and agreements made by the Issuer in the Indenture are for the benefit of the Holders of the Class A Notes and the Class B Notes. 
  
 Principal payable on the Notes will be paid on each Payment Date in the amount specified in the Indenture and in the Sale
and Servicing Agreement. As described above, that the entire Class A-4 Note Balance shall be due and payable on the earliest of (i) the Final Scheduled Payment Date, (ii) the Redemption Date, if any, pursuant to Section 10.1 of the Indenture
and (iii) the date the Notes are accelerated after an Event of Default pursuant to Section 5.2 of the Indenture. All principal payments on the Class A-4 Notes shall be made pro rata to the Class A-4 Noteholders entitled thereto. 

 
 Payments of principal of and interest on this Note due and payable on each
Payment Date, Redemption Date or upon acceleration shall be made by check mailed to the Person whose name appears as the registered Holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on the
related Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of the Depository (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds
to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Note be submitted for
notation of payment. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) affected by any payments made on any Payment Date or Redemption Date shall be binding upon all future Holders of this Note and of any Note
issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the remaining unpaid principal amount
of this Note on a Payment Date or Redemption Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the registered Holder hereof as of the Record Date preceding such Payment Date or Redemption
Date by notice mailed prior to such Payment Date or Redemption Date and the amount then due and payable shall be payable 

  









 
only upon presentation and surrender of this Note at the Corporate Trust Office of the Indenture Trustee or at the office of the Indenture Trustee’s
agent appointed for such purposes located in The City of New York. 
  
 Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the
Issuer, the Seller, the Servicer, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Seller, the Servicer, the Indenture
Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Seller, the Servicer, the Indenture Trustee
or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Seller, the Servicer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Seller, the Servicer, the Indenture Trustee
or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their individual capacity) and except that any
such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. 
  
 It is the intent of the Seller, the Servicer, the Noteholders and the Note
Owners that, for purposes of federal and state income tax and any other tax measured in whole or in part by income, the Notes will qualify as indebtedness of the Issuer. The Noteholders, by acceptance of a Note, agree to treat, and to take no action
inconsistent with the treatment of, the Notes for such tax purposes as indebtedness of the Issuer. 
  
 Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that, prior
to the date which is one year and one day after payment in full of all obligations of each Bankruptcy Remote Party in respect of all securities issued by any Bankruptcy Remote Party (i) such party shall not authorize any Bankruptcy Remote Party to
commence a voluntary winding-up or other voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to such Bankruptcy Remote Party or its debts under any bankruptcy, insolvency or other similar law now or
hereafter in effect in any jurisdiction or seeking the appointment of an administrator, a trustee, receiver, liquidator, custodian or other similar official with respect to such Bankruptcy Remote Party or any substantial part of its property or to
consent to any such relief or to the appointment of or taking possession by any such official in any involuntary case or other proceeding commenced against such Bankruptcy Remote Party, or to make a general assignment for the benefit of, its
creditors generally, any party hereto or any other creditor of such Bankruptcy Remote Party, and (ii) none of the parties hereto shall commence or join with any other Person in commencing any proceeding against such Bankruptcy Remote Party under any
bankruptcy, reorganization, liquidation or insolvency law or statute now or hereafter in effect in any jurisdiction. 
  
 This Note and the Indenture shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions,
and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws. 
  









 No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or
impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. 
  









 ASSIGNMENT 
  
 Social Security or taxpayer I.D. or other identifying number of assignee _________________________________________________ 
  
                                       
                                        
                                        
                                        
                                        
                                        
                    
  
 FOR VALUE RECEIVED, the undersigned hereby sells, 
  
 assigns and transfers unto
                                        
                                        
                                        
                                        
           
 (name and address of assignee) 
  
 the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints
                        , attorney, to transfer said Note on the books kept for registration thereof, with full power of
substitution in the premises. 
  
 Dated:
                        
                                        
                 */ 
  

	
	Signature Guaranteed:
	
	 
	Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP
or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.




	*/	NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular without alteration,
enlargement or any change whatsoever. 

  









 CLASS B NOTE 
  

				
	 REGISTERED
	  	$	                                      
              1
	 No. R-            
	  	 	CUSIP NO. 14041P BA 3
	 	  	 	ISIN. US14041PBA30

  
 UNLESS THIS NOTE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
  
 THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. 
  
 CAPITAL ONE
PRIME AUTO RECEIVABLES TRUST 2004-3 
  
 3.86% CLASS B AUTO LOAN
ASSET BACKED NOTE 
  
 Capital One Prime Auto Receivables Trust
2004-3, a statutory trust organized and existing under the laws of the State of Delaware (including any successor, the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum
of                                  DOLLARS
($                        ), in monthly installments on the 15th of each month, or if such day is not a Business Day, on
the immediately succeeding Business Day, commencing on January 18, 2005 (each, a “Payment Date”) until the principal of this Note is paid or made available for payment, and to pay interest due and payable on each Payment Date on the
Class B Note Balance as of the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), or as of the Closing Date in the case of the first Payment Date, at the rate per annum shown above (the
“Interest Rate”), in each case as and to the extent set forth in Sections 2.7, 3.1, 5.4(b) and 8.2 of the Indenture and Section 4.4 of the Sale and Servicing Agreement; provided, however,
that the entire Class B Note Balance shall be due and payable on the earliest of August 15, 2011 (the “Final Scheduled Payment Date”), (ii) the Redemption Date, if any, pursuant to Section 10.1 of the Indenture and (iii) the
date the Notes are accelerated after an Event of Default pursuant to Section 5.2 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the preceding Payment Date (or, in the case of the initial Payment
Date, from and 


	1	Denominations of $1,000 and integral multiples of $1,000 in excess thereof.


  


					
	 	  	 	  	2004-3 Indenture









 including the Closing Date) to but excluding such Payment Date. Interest will be computed on the basis of a 360-day year
of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. 
  
 The principal of and interest on this Note are payable in such coin or currency of the United States as at the time of payment is legal tender for payment
of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. 
  
 Reference is made to the further provisions of this Note set forth on the
reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. 
  
 Unless the certificate of authentication hereon has been executed by the Indenture Trustee the name of which appears below by manual signature, this Note
shall not be entitled to any benefit under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose. 
  









 IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its
Authorized Officer. 
  
 Dated: December     , 2004

  

			
	CAPITAL ONE PRIME AUTO RECEIVABLES TRUST 2004-3
		
	By:	 	Wilmington Trust Company, not in its individual capacity but solely as Owner Trustee
		
	By:	 	 
	 Name:
	 	 
	 Title:
	 	 


  









 INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION 
  
 This is one of the Notes designated above and referred to in the
within-mentioned Indenture. 
  
 Dated: December     ,
2004 
  

			
	 JPMORGAN CHASE BANK, N.A.,

	a national banking association, not in its individual capacity but solely as Indenture Trustee
		
	 By:
	 	 
	 	 	 Authorized Signatory



  









 [REVERSE OF NOTE] 
  

This Note is one of a duly authorized issue of Notes of the Issuer, designated as its 3.86% Class B Auto Loan Asset-Backed Notes (herein called the
“B Notes” or the “Notes”), all issued under an Indenture dated as of December 9, 2004 (such Indenture, as supplemented or amended, is herein called the “Indenture”), between the Issuer and JPMorgan
Chase Bank, N.A., a national banking association, not in its individual capacity but solely as trustee (the “Indenture Trustee”), which term includes any successor Indenture Trustee under the Indenture, to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Noteholders. The Notes are subject to all terms of the Indenture and the Sale
and Servicing Agreement. All terms used in this Note that are not otherwise defined herein and that are defined in the Indenture or the Sale and Servicing Agreement shall have the meanings assigned to them in Appendix A of the Sale and Servicing
Agreement. 
  
 The Class A Notes are and will be equally and
ratably secured by the collateral pledged as security therefor as provided in the Indenture. The Class B Notes are subordinated to the Class A Notes, and are secured by the collateral pledged as security therefor on a subordinated basis as provided
in the Indenture. All covenants and agreements made by the Issuer in the Indenture are for the benefit of the Holders of the Class A Notes and the Class B Notes. 
  
 Principal payable on the Notes will be paid on each Payment Date in the amount specified in the Indenture and in the Sale
and Servicing Agreement. As described above, that the entire Class B Note Balance shall be due and payable on the earliest of (i) the Final Scheduled Payment Date, (ii) the Redemption Date, if any, pursuant to Section 10.1 of the Indenture
and (iii) the date the Notes are accelerated after an Event of Default pursuant to Section 5.2 of the Indenture. All principal payments on the Class B Notes shall be made pro rata to the Class B Noteholders entitled thereto. 
  
 Payments of principal of and interest on this Note due and payable on each
Payment Date, Redemption Date or upon acceleration shall be made by check mailed to the Person whose name appears as the registered Holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on the
related Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of the Depository (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds
to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Note be submitted for
notation of payment. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) affected by any payments made on any Payment Date or Redemption Date shall be binding upon all future Holders of this Note and of any Note
issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the remaining unpaid principal amount
of this Note on a Payment Date or Redemption Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the registered Holder hereof as of the Record Date preceding such Payment Date or Redemption
Date by notice mailed prior to such Payment Date or Redemption Date and the amount then due and payable shall be payable 

  









 
only upon presentation and surrender of this Note at the Corporate Trust Office of the Indenture Trustee or at the office of the Indenture Trustee’s
agent appointed for such purposes located in The City of New York. 
  
 Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the
Issuer, the Seller, the Servicer, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Seller, the Servicer, the Indenture
Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Seller, the Servicer, the Indenture Trustee
or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Seller, the Servicer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Seller, the Servicer, the Indenture Trustee
or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their individual capacity) and except that any
such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. 
  
 It is the intent of the Seller, the Servicer, the Noteholders and the Note
Owners that, for purposes of federal and state income tax and any other tax measured in whole or in part by income, the Notes will qualify as indebtedness of the Issuer. The Noteholders, by acceptance of a Note, agree to treat, and to take no action
inconsistent with the treatment of, the Notes for such tax purposes as indebtedness of the Issuer. 
  
 Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that, prior
to the date which is one year and one day after payment in full of all obligations of each Bankruptcy Remote Party in respect of all securities issued by any Bankruptcy Remote Party (i) such party shall not authorize any Bankruptcy Remote Party to
commence a voluntary winding-up or other voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to such Bankruptcy Remote Party or its debts under any bankruptcy, insolvency or other similar law now or
hereafter in effect in any jurisdiction or seeking the appointment of an administrator, a trustee, receiver, liquidator, custodian or other similar official with respect to such Bankruptcy Remote Party or any substantial part of its property or to
consent to any such relief or to the appointment of or taking possession by any such official in any involuntary case or other proceeding commenced against such Bankruptcy Remote Party, or to make a general assignment for the benefit of, its
creditors generally, any party hereto or any other creditor of such Bankruptcy Remote Party, and (ii) none of the parties hereto shall commence or join with any other Person in commencing any proceeding against such Bankruptcy Remote Party under any
bankruptcy, reorganization, liquidation or insolvency law or statute now or hereafter in effect in any jurisdiction. 
  
 This Note and the Indenture shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions,
and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws. 
  









 No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or
impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. 
  









 ASSIGNMENT 
  
 Social Security or taxpayer I.D. or other identifying number of assignee _________________________________________________ 
  
                                       
                                        
                                        
                                        
                                        
                                        
                    
  
 FOR VALUE RECEIVED, the undersigned hereby sells, 
  
 assigns and transfers unto
                                        
                                        
                                        
                                        
           
 (name and address of assignee) 
  
 the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints
                                , attorney, to transfer said Note on the books
kept for registration thereof, with full power of substitution in the premises. 
  
 Dated:                         
                                        
                 */ 
  

	
	Signature Guaranteed:
	
	 
	Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP
or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.




	*/	NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular without alteration,
enlargement or any change whatsoever. 

  









 SCHEDULE I 
  

PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS 
  
 In addition to the representations, warranties and covenants contained in the Indenture, the Issuer hereby represents, warrants, and covenants to the
Indenture Trustee as follows on the Closing Date and on each Funding Date: 
  
 General 
  

	1.	This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Receivables and the other Collateral in favor of the Indenture Trustee,
which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Issuer. 

  

	2.	The Receivables constitute “chattel paper” (including “electronic chattel paper” or “tangible chattel paper”, “accounts,”
“instruments” or “general intangibles” within the meaning of the UCC. 

  

	3.	Each Receivable is secured by a first priority validly perfected security interest in the related Financed Vehicle in favor of the applicable Originator, as secured party, or all
necessary actions with respect to such Receivable have been taken or will be taken to perfect a first priority security interest in the related Financed Vehicle in favor of the applicable Originator, as secured party. 

  

	4.	Each Trust Account constitutes either a “deposit account” or a “securities account” within the meaning of the UCC. 

  
 Creation 
  

	5.	Immediately prior to the sale, transfer, assignment and conveyance of a Receivable by the Seller to the Issuer, the Seller owned and had good and marketable title to such Receivable
free and clear of any Lien and immediately after the sale, transfer, assignment and conveyance of such Receivable to the Issuer, the Issuer will have good and marketable title to such Receivable free and clear of any Lien.


  
 Perfection 
  

	6.	The Issuer has caused or will have caused, within ten days after the effective date of this Indenture, the filing of all appropriate financing statements in the proper filing office
in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Receivables granted to the Indenture Trustee hereunder; and the Servicer has in its possession the original copies of such instruments or tangible
chattel paper that constitute or evidence the Receivables, and all financing statements referred to in this paragraph contain a statement that: “A purchase of or security interest in any collateral described in this financing statement will
violate the rights of the Secured Party”. 

  


					
	 	  	Sch I-1	  	2004-3 Indenture










	7.	With respect to Receivables that constitute instruments or tangible chattel paper, either: 

  
 (i) All original executed copies of each such instrument or tangible chattel paper have been delivered to the Indenture
Trustee; or 
  
 (ii) Such instruments or tangible chattel paper
are in the possession of the Servicer and the Indenture Trustee has received a written acknowledgment from the Servicer that the Servicer is holding such instruments or tangible chattel paper solely on behalf and for the benefit of the Indenture
Trustee; or 
  
 (iii) The Servicer received possession of such
instruments or tangible chattel paper after the Indenture Trustee received a written acknowledgment from the Servicer that the Servicer is acting solely as agent of the Indenture Trustee. 
  

	8.	With respect to the Trust Accounts that constitutes deposit accounts, either: 

  

(i) the Issuer has delivered to the Indenture Trustee a fully executed agreement pursuant to which the bank maintaining the deposit accounts has agreed
to comply with all instructions originated by the Indenture Trustee directing disposition of the funds in such Trust Accounts without further consent by the Issuer; or 
  
 (ii) the Issuer has taken all steps necessary to cause the Indenture Trustee to become the account holder of such Trust
Accounts. 
  

	9.	With respect to the Trust Accounts that constitute securities accounts or securities entitlements, either: 

  
 (i) the Issuer has delivered to the Indenture Trustee a fully executed
agreement pursuant to which the securities intermediary has agreed to comply with all instructions originated by the Indenture Trustee relating to such Trust Accounts without further consent by the Issuer; or 
  
 (ii) the Issuer has taken all steps necessary to cause the securities
intermediary to identify in its records the Indenture Trustee as the person having a security entitlement against the securities intermediary in each of such Trust Accounts. 
  
 Priority 
  

	10.	The Issuer has not authorized the filing of, or is aware of, any financing statements against the Issuer that include a description of collateral covering the Receivables other than
any financing statement (i) relating to the conveyance of the Receivables by COAF to the Seller under the Purchase Agreement, (ii) relating to the conveyance of the Receivables by the Seller to the Issuer under the Sale and Servicing Agreement,
(iii) relating to the security interest granted to the Indenture Trustee hereunder or (iv) that has been terminated. 

  

	11.	The Issuer is not aware of any material judgment, ERISA or tax lien filings against the Issuer. 

  


					
	 	  	Sch. I-2	  	2004-3 Indenture










	12.	Neither the Issuer nor a custodian holding any Receivable that is electronic chattel paper has communicated an authoritative copy of any loan agreement that constitutes or evidences
such Receivable to any Person other than the Servicer. 

  

	13.	None of the instruments, tangible chattel paper or electronic chattel paper that constitute or evidence the Receivables has any marks or notations indicating that they have been
pledged, assigned or otherwise conveyed to any Person other than the Issuer or the Indenture Trustee. 

  

	14.	No Trust Account that constitutes a securities account or securities entitlement is in the name of any person other than the Issuer or the Indenture Trustee. The Issuer has not
consented to the securities intermediary of any such Trust Account to comply with entitlement orders of any person other than the Indenture Trustee. 

  

	15.	No Trust Account that constitutes a deposit account is in the name of any person other than the Issuer or the Secured Party. The Issuer has not consented to the bank maintaining
such Trust Account to comply with instructions of any person other than the Indenture Trustee. 

  
 Survival of Perfection Representations 
  

	16.	Notwithstanding any other provision of this Indenture or any other Transaction Document, the perfection representations, warranties and covenants contained in this Schedule I shall
be continuing, and remain in full force and effect until such time as all obligations under this Indenture have been finally and fully paid and performed. 

  
 No Waiver 
  

	17.	The Issuer shall provide the Rating Agencies with prompt written notice of any breach of the perfection representations, warranties and covenants contained in this Schedule I, and
shall not, without satisfying the Rating Agency Condition, waive a breach of any of such perfection representations, warranties or covenants. 

  
 Issuer to Maintain Perfection and Priority 
  

	18.	The Issuer covenants that, in order to evidence the interests of the Indenture Trustee under this Indenture, the Issuer shall take such action, or execute and deliver such
instruments as may be necessary or advisable (including, without limitation, such actions as are requested by the Indenture Trustee) to maintain and perfect, as a first priority interest, the Indenture Trustee’s security interest in the
Receivables. The Issuer shall, from time to time and within the time limits established by law, prepare and file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations,
partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Indenture Trustee’s security interest in the Receivables as a first-priority interest (each a
“Filing”). 

  


					
	 	  	Sch. I-3	  	2004-3 Indenture